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EXHIBIT 10.2
PROMISSORY NOTE
U.S. $5,000,000.00 MARCH 17, 1998
FOR VALUE RECEIVED, on the Termination Date (as defined in the Loan
Agreement hereinafter defined) the undersigned, Bayfront Ventures, a Florida
general partnership (the "Borrower"), promises to pay to the order of BNC
Financial Corporation (the "Lender") the principal sum of Five Million and
No/100ths Dollars (U.S. $5,000,000.00) or, if less, the aggregate unpaid
principal amount of all Advances (as hereinafter defined) made by the Lender to
the Borrower pursuant to the Loan Agreement.
The Borrower promises to pay interest (computed on the basis of the
number of days elapsed in a year of 360 days) on the unpaid principal amount
hereof from the date hereof until such principal amount is paid in full at a
fluctuating annual rate equal to 3.75% per annum above the Prime Rate of
Interest; provided, however, that, notwithstanding anything to the contrary
contained herein, upon the occurrence and during the continuance of any Event of
Default, the rate of interest hereunder shall be 5.75% per annum above the Prime
Rate of Interest (the "Default Rate"). The term "Prime Rate of Interest" shall
mean the prime rate of interest published from time to time in the Midwest
Edition of the Wall Street Journal as the prime rate; provided, however that:
(a) if a range of rates is published, then the Prime Rate of Interest means the
highest rate within the range; and (b) if the Midwest Edition of the Wall Street
Journal does not publish the Prime Rate of Interest, then the term "Prime Rate
of Interest" shall mean the rate of interest publicly announced by Norwest Bank
Minnesota, National Association, Minneapolis Office, as its Prime Rate, Base
Rate, Reference Rate or the equivalent of such rate, whether or not such bank
makes loans to customers at, above, or below said rate. Interest shall be due
and payable on the first day of each calendar month, starting on April 1, 1998,
and at maturity. Each change in the fluctuating interest rate shall take effect
simultaneously with the corresponding change in the Prime Rate of Interest.
Both principal and interest are payable in lawful money of the United
States of America to the Lender at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000, Xx.
Xxxxx, XX 00000 (or other location specified by the Lender) in immediately
available funds.
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This Note is the Note referred to in, and is entitled to the benefits
of, the Letter Loan Agreement dated as of March 17, 1998 (the Letter Loan
Agreement as amended, modified, supplemented or restated from time to time being
the "Loan Agreement;" capitalized terms not otherwise defined herein being used
herein as therein defined) between the Borrower and the Lender. The Loan
Agreement, among other things, (i) provides for the making of Advances (the
"Advances") by the Lender to the Borrower from time to time in an aggregate
amount not to exceed at any time outstanding the dollar amount first above
mentioned, the indebtedness of the Borrower resulting from each such Advance
being evidenced by this Note; (ii) contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events prior to the
maturity hereof upon the terms and conditions therein specified; (iii) contains
provisions for the mandatory prepayment hereof upon certain conditions; and (iv)
permits the voluntary prepayment hereof, without premium or penalty, upon
certain conditions.
Presentment and demand for payment, notice of dishonor, protest and
notice of protest are hereby waived. In the event of default, the Borrower
agrees to pay costs of collection and reasonable attorneys' fees (whether or not
suit is commenced), including, without limitation, attorneys' fees and legal
expenses incurred in connection with any appeal of a lower court's judgment or
order.
BAYFRONT VENTURES, a Florida general
partnership
By: Concorde Gaming Corporation
A General Partner
By: /s/ Xxxxx X. Xxxx
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Its: President
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Subscribed and sworn to before me
this ____ day of March, 1998.
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Notary Public
