PROMISSORY NOTE
| $300,000 |
Franklin,
Tennessee
|
January
28, 2005
FOR
VALUE
RECEIVED, the undersigned, CENTERSTAGING MUSICAL PRODUCTIONS, INC., a California
corporation, whose address is 0000 Xxxxxx Xxx, Xxxxxxx, Xxxxxxxxxx 00000, (the
“Borrower”), promises to pay to the order of XXXXXXX XXXX, a
natural
person, having his principal place of business at
__________________________________ (the “Lender”), the principal sum of THREE
HUNDRED THOUSAND AND NO/100 DOLLARS ($300,000.00), together with all interest
accrued thereon under the terms hereof (the “Loan”).
The
Borrower shall pay interest only on the principal amount outstanding under
this
Promissory Note monthly on the first business day of the month through December
1, 2005, at a floating rate equal to the Prime Rate, as such rate may change
from time to time, plus four percent (4%). If at any time during the term hereof
the Prime Rate increases or decreases, then the rate of interest on the
outstanding principal balance hereunder shall be correspondingly increased
or
decreased, effective on the day on which any such increase or decrease of such
Prime Rate is announced. As used herein, the term “Prime Rate” means that rate
of interest announced from time to time in The
Wall Street Journal
as the
“Prime Rate.”
The
entire principal balance, together with all accrued and unpaid interest, if
not
sooner paid, shall be due and payable in full on December 31, 2005 (the
“Maturity Date”). Each monthly installment paid hereunder is to be applied first
to the payment of accrued and unpaid interest on the principal balance then
outstanding and the balance to the reduction of the principal sum. Interest
shall be computed on the basis of a 365-day year, actual days elapsed.
All
payments under this Note shall be made to the Lender or its order, in lawful
money of the United States of America, and delivered to the Lender at such
place
as the Lender or any holder hereof shall designate in writing for such purpose
from time to time. If a payment under this Note otherwise would become due
and
payable on a Saturday, Sunday or legal holiday, the due date thereof shall
be
extended to the next day which is not a Saturday, Sunday or legal holiday,
and
interest shall be payable thereon during such extension. All amounts due under
this Note shall be payable without defense, set off or
counterclaim.
Each
payment under this Note shall be applied in the following order: (i) to
the
payment of costs and expenses provided for under this Note; (ii) to
the
payment of accrued and unpaid interest; and (iii) to the payment of
outstanding principal. The Lender and each holder hereof shall have the
continuing and exclusive right to apply or reverse and reapply any and all
payments under this Note.
This
Note
may be prepaid in whole or in part at any time. Any prepayment shall
be
without penalty except that interest shall be paid to the date of payment on
the
principal amount prepaid.
No
waiver
or modification of any of the terms of this Note shall be valid or binding
unless set forth in a writing specifically referring to this Note and signed
by
the Lender or any holder of this Note, and then only to the extent specifically
set forth therein.
In
the
event of a default of any interest payment that is not cured within thirty
(30)
days of the original payment due date, the Lender, in its sole discretion,
can
demand that the Borrower to immediately pay the Lender the principal amount
due
(including any accrued and unpaid interest).
If
any
default occurs in any payment due under this Note, the Borrower, and their
successors and assigns, promise to pay all costs and expenses, including
attorneys’ fees, incurred by each holder hereof in collecting or attempting to
collect the indebtedness under this Note, whether or not any action or
proceeding is commenced. None of the provisions hereof and none of the holder’s
rights or remedies under this Note on account of any past or future defaults
shall be deemed to have been waived by the holder’s acceptance of any past due
installments or by any indulgence granted by the holder to the
Borrower.
The
Borrower and any endorsers or guarantors hereof waive protest, demand,
presentment, and notice of dishonor, and agree that this Note may be extended,
in whole or in part, without limit as to the number of such extensions or the
period or periods thereof, without notice to them and without affecting their
liability thereon.
This
Note
shall inure to the benefit of the Lender, his heirs and assigns and shall bind
the successors and assigns of the Borrower. Each reference herein to powers
or
rights of the Lender also be deemed a reference to the same power or right
of
such assignees, to the extent of the interest assigned to them.
In
the
event that any one or more provisions of this Note shall be held to be illegal,
invalid or otherwise unenforceable, the same shall not affect any other
provision of this Note and the remaining provisions of this Note shall remain
in
full force and effect.
This
Note
shall be governed by and construed in accordance with the laws of the State
of
Tennessee, without giving effect to the principles thereof relating to conflicts
of law; provided,
that
the Lender and each holder hereof reserves any and all rights it may have under
federal law, including without limitation those relating to the charging of
interest.
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IN
WITNESS WHEREOF, the Borrower has caused this Note to be duly executed the
day
and year first above written.
|
BORROWER:
CENTERSTAGING
MUSICAL PRODUCTIONS, INC.
By:
Its:
|
At
the
request of the Borrower, the Lender has executed below solely for the purpose
of
evidencing his agreement to the terms of this Note.
|
LENDER:
XXXXXXX
XXXX
|
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