Exhibit 10.2
PROMISSORY NOTE
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U.S. $1,310,000.00 September 23, 2006
ON OR BEFORE THE MATURITY DATE as defined in the Subscription Agreement
of even date herewith, AND FOR VALUE RECEIVED, the undersigned, X. X. XXXXXX
HOLDINGS, INC., the "Borrower", promises to pay to the order of URBAN TELEVISION
NETWORK CORPORATION (the "Lender"), or holder, the principal sum of ONE MILLION
THREE HUNDRED TEN THOUSAND AND NO/100 DOLLARS ($1,310,000) in lawful money of
the United States, or if less than such principal amount has been advanced
hereunder, the aggregate unpaid principal balance of this Note. This amount
represents the balance remaining due after application of bridge loans made by
the Borrower to the Lender with respect to the Subscription Agreement of even
date herewith.
This Note is referred to and is executed and delivered pursuant to the
above mentioned Subscription Agreement, dated as of September 23, 2006 (as it
may be altered, amended, modified, renewed, replaced, restated, supplemented or
otherwise modified from time to time by a writing executed by both Lender and
Borrower, hereinafter described herein as the "Subscription Agreement"), among
the Borrower and the Lender. Capitalized terms not otherwise defined herein,
shall have the meanings ascribed thereto in the Subscription Agreement.
Reference is hereby made to the terms and conditions of the Subscription
Agreement for a more complete statement of the terms and conditions of the under
which the loan evidenced hereby is made and is to be repaid. The Subscription
Agreement, among other things, provides (a) for the purchase of stock from the
Lender from time to time in an aggregate amount not to exceed at any time
outstanding the Dollar amount first above mentioned, (b) the acceleration of the
maturity hereof upon the happening of certain stated events and also for
prepayments of principal hereof prior to the maturity hereof upon the terms and
conditions therein specified, and (c) for changes, if any, in the interest rate
hereof upon the terms and conditions specified therein.
The outstanding principal amount hereof (including, to the extent
permitted by law, on interest thereon not paid when due) shall bear interest
from the date made until paid in full in cash at a fixed per annum rate equal to
the Interest Rate established in the Subscription Agreement of ZERO PERCENT (0%)
PER ANNUM, but not to exceed the Maximum Legal Rate.
All interest charges shall be computed on the basis of a year of 360
days and actual days elapsed.
Except as otherwise provided herein, all interest shall accrue in
arrears and be payable in lump sum on the Maturity Date.
No provision of this Note shall be deemed to establish or require the
payment of interest of a rate in excess of the maximum rate permitted by
Applicable Law (the "Maximum Legal Rate"). In the event that the interest
required to be paid under this the Note exceeds the Maximum Legal Rate, the
interest required to be paid hereunder or under the Note shall be automatically
reduced to the Maximum Legal Rate. If any interest paid exceeds the then
applicable interest rate, the excess of such interest over the maximum amount of
interest permitted to be charged automatically shall be deemed to reduce the
accrued and unpaid fees and expenses due to the Lender under this Note, if any;
then to reduce the accrued and unpaid interest, if any; and then to reduce
principal of the Loan; the balance of any excess interest remaining after the
application of the foregoing, if any, shall be refunded to the Borrower.
All payments in respect of this Note shall be made to the Lender at the
Lender's offices at 0000 X. Xxxxxx, Xxx. 000, Xxxxxxxxx, Xxxxx 00000, or at such
other place as may be designated in writing by the Lender for such purpose in
accordance with the terms of the Subscription Agreement.
The principal and all accrued and unpaid interest thereon shall be due
and payable in full on or before the Maturity Date. Such payment is subject to
earlier acceleration and/or mandatory prepayments as provided in the
Subscription Agreement. Upon the occurrence of an Event of Default the whole sum
of principal and interest then due and owing hereunder shall be immediately due
and payable. All payments received hereunder shall be applied in accordance with
the terms of the Subscription Agreement.
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If this Note is not paid in full when due, the Borrower promises to pay
all reasonable costs and expenses of collection and reasonable attorneys' fees
and expenses and court costs incurred by the holder hereof on account of such
collection whether or not suit is filed thereon.
The amounts and rates of all Loans made pursuant hereto and all amounts
paid or repaid on this Note shall be indicated on the Lender's books with
respect to this Note and, absent manifest error, shall constitute rebuttably
presumptive proof of the amounts and dates of such Loans.
The Borrower waives protest, diligence, presentment, demand for
payment, notice of default or nonpayment, notice of dishonor and all other
demands and notices in connection with the delivery, acceptance, performance and
enforcement of this Note, and to the fullest extent permitted by law, all rights
to assert any statute of limitations to an action hereunder.
This Note shall be governed by and construed in accordance with the
laws of the state of Texas without reference to conflicts of law principles in
the state of Texas.
IN WITNESS WHEREOF, the Borrower has executed this Note as of the date
first written above.
"BORROWER"
X.X. Xxxxxx Holdings, Inc.
/s/ Xxxxxxx X. Xxxxxx
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President and CEO
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