$150,000.00
SCOOP, INC.
PROMISSORY NOTE DUE APRIL 30, 1997
("Note")
SCOOP, INC., a California corporation (the "Company"), for value received,
promises to pay, subject to the terms and conditions set forth herein and in
that certain Subscription Agreement (the "Agreement") dated February 18,
1997, to City National Bank C/F Xxxxxxx Xxxxxx, Trustee, Rotunda Productions,
Inc. MPPP ("Payee") or its registered assigns, the principal sum of One
Hundred Fifty Thousand Dollars ($150,000.00) on April 30, 1997 and to pay
interest thereon in the amount described below. Unless otherwise designated
by the Company, this Note will be payable both as to principal and interest
by Company check mailed to the holder of record at the address provided to
the Company for such purpose.
1. INTEREST. This Note accrues simple interest from the date of issuance
at the rate of 9.75% per annum payable together with the entire outstanding
principal amount on April 30, 1997. Interest will be computed on the basis
of a 365-day year and the actual number of days elapsed from the date this
Note is issued to the date of payment.
2. ADDITIONAL PRINCIPAL BY ENDORSEMENT. The parties hereto acknowledge
that the Company has a continuing need for capital. Payee and the Company
may increase the principal amount of this Note to up to $350,000 and extend
the time for repayment of this Note by completing and executing the
endorsement at the bottom of this Note.
3. PREPAYMENT. The Company shall have the right to prepay the principal
amount outstanding in whole or in part without penalty. Any partial
prepayment shall be applied against the principal amount outstanding and
shall not postpone the due date.
4. EVENT OF DEFAULT. An "Event of Default" is: a default for 10 days in
payment of interest or principal on the Note or certain Events of Bankruptcy
or Insolvency (as defined below) with respect to the Company. If any Event
of Default occurs and is continuing, the holder of this Note may declare the
Note to be due and payable immediately; except that in the case of an Event
of Default arising from certain Events of Bankruptcy or Insolvency this Note
shall become due and payable without further action or notice. An "Event of
Bankruptcy or Insolvency" occurs when, pursuant to or within the meaning of
Title 11, U.S. Code or any similar federal or state law for the relief of
debtors, a court of competent jurisdiction enters a judgment, order or decree
for relief against the Company in an involuntary case, appoints a custodian
of the Company or for all or substantially all of its property, or orders the
liquidation of the Company, and the order or decree remains unstayed and in
effect for 60 days; or the Company is generally unable to pay its debts as
they come due or takes one of the following actions:
a. commences a voluntary case;
b. consents to the entry of an order for relief against it in an
involuntary case;
c. consents to the appointment of a custodian of it or for all or
substantially all of its property;
d. makes a general assignment for the benefit of its creditors.
1
5. WAIVERS AND AMENDMENTS. The Company hereby waives presentment,
demand, protest and notice of presentment, notice of protest and notice of
dishonor of this debt and any other notice respecting this Note. No
director, officer, employee or shareholder of the Company, as such, will have
any liability for any obligations of the Company under this Note. By
accepting this Note, Payee waives and releases all such liability. These
waivers and releases are part of the consideration for the Note. Any
amendment or modification to this Note must be in a writing executed by the
Company and Payee.
6. SEPARABILITY. In case any provision in this Note shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
7. CALIFORNIA LAW; JURISDICTION AND ATTORNEYS FEES. This Note is made in
the State of California and the provisions hereof shall be construed in
accordance with the laws of the State of California, except to the extent
preempted by federal law; and such parties further agree that in the event of
a default or other dispute arising hereunder, this Note shall be enforceable
in any court of competent jurisdiction in the County of Orange, State of
California, and the parties do hereby submit to the jurisdiction of such
court regardless of their residence or where this Note or any endorsement
hereof may have been executed. The prevailing party in any such dispute
shall be entitled to its reasonable attorneys fees and costs.
8. ENTIRE AGREEMENT. This Note and the Agreement, together with its
exhibits, constitute the entire agreement between the parties hereto and the
final, complete and exclusive expression of the terms and conditions thereof.
All prior agreements, representations and understandings of the parties or
their agents, oral or written, express or implied, are hereby superseded and
merged herein.
IN WITNESS WHEREOF, SCOOP, INC. has caused this Note to be signed in its name
by its President and to be attested by its Secretary by his signature.
Dated: February 19, 1997
SCOOP, INC.
/s/XXXX-XXXXXX X. XXXXXXXX
--------------------------
By: Xxxx-Xxxxxx X. Xxxxxxxx
President and Chief Executive Officer
Attest:
/s/ XXXXXX X. XXXXXXXXXX
------------------------
Xxxxxx X. Xxxxxxxxxx,
Secretary
2
ENDORSEMENT
Payee and the Company hereby mutually agree that the principal amount of
this Note shall be increased to ___________________ Dollars ($___________.00)
and the date for payment of all principal and interest thereon shall be
___________________ ____, 199___. Except as modified by this endorsement,
all other terms of the Note shall remain the same. This endorsement is not
valid unless signed by both parties indicated below.
Dated: ____________ ___, 1997
SCOOP, INC.
-----------------------------------------
By: Xxxx-Xxxxxx X. Xxxxxxxx
President and Chief Executive Officer
Attest:
---------------------------------
Xxxxxx X. Xxxxxxxxxx,
Secretary
----------------------------------------
PAYEE
Dated: ____________ ___, 1997
3
