EXHIBIT 2
NOTE
This Note is made on April 20, 2005
BETWEEN the Borrower(s)
XXXX XXXXXXXXX ("BORROWER")
whose address is ************************************* referred to as "I"
AND the Lender
MAJESTIC EMPIRE HOLDINGS, LLC ("MAJESTIC") whose address is 00 Xxxxx
Xxxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 referred to as the "Lender". If more than
one Borrower signs this Note, the word "I" shall mean each Borrower named above.
The "Lender" means the original Lender and anyone else who takes this Note by
transfer.
BORROWER'S PROMISE TO PAY PRINCIPAL AND INTEREST. In return for a loan
that I received, I promise to pay $2,750,000 (called "Principal"), plus interest
to the order of the Lender. Interest shall be the amount paid by Majestic for
the outstanding Principal amount under this Note pursuant to that certain Libor
Grid Note dated April 20, 2005, between Manufacturers and Traders Trust Company
and Majestic, a copy of which is attached hereto as Exhibit A.
PAYMENTS. I will pay Principal and interest based on a three (3) year
payment schedule with monthly payments on the first day of each month beginning
on May 1, 2005. I will pay all amounts owed under this Note no later than April
30, 2008. All payments will be made to Majestic at the address shown above or to
a different place if required by the Lender.
EARLY PAYMENTS. I have the right to make payments at any time in any
amount before they are due. These early payments will mean that this Note will
be paid in less time. However, unless I pay this Note in full, my monthly
payments will remain the same.
DEFAULT. If I fail to make any payment required by this Note within
twenty (20) days after its due date, or if I fail to keep any other promise I
make in this Note, the Lender may declare that I am in default on the Note. Upon
default, I must immediately pay the full amount of all unpaid principal,
interest, other amounts due on the Note and the Lender's costs of collection and
reasonable attorney fees.
WAIVERS. I give up my right to require that the Lender do the following:
(a) to demand payment (called "presentment"); (b) to notify me of nonpayment
(called "notice of dishonor"); and (c) to obtain an official certified statement
showing nonpayment (called a "protest"). The Lender may exercise any right under
this Note or under any law, even if Lender has delayed in exercising that right
or has agreed in an earlier instance not to exercise that right. Lender does not
waive its right to declare that I am in default by making payments or incurring
expenses on my behalf.
EACH PERSON LIABLE. The Lender may enforce any of the provisions of this
Note against any one or more of the Borrowers who sign this Note.
NO ORAL CHANGES. This Note can only be changed by an agreement in writing
signed by both the Borrower(s) and the Lender.
EXHIBIT A Attached.
SIGNATURES. I agree to the terms of this Note. If the Borrower is a
corporation, its proper corporate officers sign and its corporate seal is
affixed.
Witnessed or Attested by:
------------------------------ /s/ Xxxx Xxxxxxxxx
--------------------------------
Xxxx Xxxxxxxxx
------------------------------ --------------------------------
[See Exhibit 4 of Schedule 13D]
