Attached files
file | filename |
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10-Q - FORM 10-Q - Diversified Restaurant Holdings, Inc. | c04624e10vq.htm |
EX-10.2 - EXHIBIT 10.2 - Diversified Restaurant Holdings, Inc. | c04624exv10w2.htm |
EX-31.1 - EXHIBIT 31.1 - Diversified Restaurant Holdings, Inc. | c04624exv31w1.htm |
EX-31.2 - EXHIBIT 31.2 - Diversified Restaurant Holdings, Inc. | c04624exv31w2.htm |
EX-10.4 - EXHIBIT 10.4 - Diversified Restaurant Holdings, Inc. | c04624exv10w4.htm |
EX-32.2 - EXHIBIT 32.2 - Diversified Restaurant Holdings, Inc. | c04624exv32w2.htm |
EX-10.1 - EXHIBIT 10.1 - Diversified Restaurant Holdings, Inc. | c04624exv10w1.htm |
EX-32.1 - EXHIBIT 32.1 - Diversified Restaurant Holdings, Inc. | c04624exv32w1.htm |
Exhibit 10.3
PROMISSORY NOTE
$245,754.00 | June 23, 2010 Green Bay, Wisconsin |
FOR VALUE RECEIVED, the undersigned, MCA Enterprises Brandon, Inc., a Michigan corporation
(the Borrower), promises to pay to the order of Florida Wings Group, LLC, a Wisconsin limited
liability company (Lender), at such place as Lender may from time to time direct, the principal
sum of Two Hundred Forty Five Thousand Seven Hundred Fifty Four Dollars ($245,754.00).
1. Interest Rate. Interest shall accrue on the unpaid principal balance throughout the
term of this Note at a rate of seven percent (7.0%) per annum. Interest shall be computed on the
basis of actual number of days elapsed on a year of three hundred sixty five (365) days.
2. Payments. Principal and interest shall be payable in thirty-six (36) monthly
installments of Two Thousand Two Hundred Eight and 91/100 Dollars ($2,208.91), based on a principal
amortization period of fifteen (15) years. Monthly payments of principal and interest shall
commence on [August] 1, 2010 and continue on or before the first day of each month thereafter
during the three (3) year term of this Note. A final payment equal to all unpaid principal and/or
accrued interest (if any) outstanding thereon shall be due and payable on [August] 1, 2013. All
payments under this Note shall be applied first to the payment of interest due and then to the
principal. All payments of principal and interest due hereunder shall be paid to Florida Wings
Group, LLC, c/o Commercial Horizons, Inc., Attn: Paul A. Klister, at the following address: P.O.
Box 11237, Green Bay, Wisconsin 54307-1237.
3. Prepayment. This Note may be prepaid in full or in part at any time without premium
or penalty, provided that such prepayment must be accompanied by any unpaid and accrued interest.
4. Covenants. Nothing contained herein nor any transaction related hereto shall be
construed or shall so operate either presently or prospectively to (a) require the payment of
interest at a rate greater than is now lawful in such case to contract for, but shall require
payment of interest only to the extent of such lawful rate, or (b) require the payment or the doing
of any act contrary to law; but if any clause or provision herein contained shall otherwise so
operate to invalidate this Note and/or the transaction related hereto, in whole or in part. then
such clause(s) and provision(s) only shall be struck and deemed as though not contained herein and
the remainder of this Note shall remain operative and in full force and effect.
5. Events of Default. Any of the following events shall be deemed an Event of
Default:
(a) Any amount of principal of, or interest on, the Note, or any other amount owing hereunder,
remains unpaid for more than five (5) days after the due date for such payment; or
(b) Borrower (i) generally does not, or is unable to or admits in writing, its inability to,
pay its debts as such debts become due; or (ii) makes an assignment for the benefit of creditors,
petitions or applies to any tribunal for the appointment of a custodian, receiver, or trustee for
it or a substantial part of its assets; or (iii) commences any proceeding under any bankruptcy,
reorganization, arrangement, readjustment of debt, dissolution, or liquidation law or statute of
any jurisdiction, whether now or hereafter in effect; or (iv) has any such petition or application
filed or any such proceeding commenced against it in which an order for relief is entered or
adjudication or appointment is made and which remains un-dismissed for a period of 60 days or more;
or (v) by any act or omission indicates its consent to, approval of or acquiescence in any such
petition, application, or proceeding, or order for relief, or the appointment of a custodian,
receiver, or trustee for all or any substantial part of its properties; or (vi)
suffers any such custodianship, receivership, or trusteeship to continue un-discharged for a
period of thirty (30) days or more; or
(c) One or more judgments, decrees, or orders for the payment of money are rendered against
Borrower, and such judgments, decrees, or orders continue unsatisfied and in effect for a period of
fifteen (15) consecutive days without being vacated, discharged, satisfied, or stayed or bonded
pending appeal.
6. Lenders Rights. Upon the occurrence of an Event of Default, Lender may, at its
option, take such actions as are permitted by applicable law including, but not limited to,
declaring the entire unpaid principal balance on this Note, all accrued unpaid interest and all
other costs and expenses for which Borrower is responsible for under this Note immediately due and
payable. In addition, upon the occurrence of an Event of Default, including failure to pay upon
final maturity, Lender, at its option, may also, if permitted under applicable law, do one or both
of the following: (a) charge interest on the principal amount outstanding under this Note from and
after the date of the Event of Default below, at the Default Rate (as defined below), and (b) add
any unpaid accrued interest to principal and such sum will bear interest therefrom until paid at
the rate provided in this Note. Lender may hire an attorney to help collect this Note if Borrower
does not pay and Borrower will pay Lenders reasonable attorneys fees and all other costs of
collection, unless prohibited by applicable law. This Note has been delivered to Lender and is
accepted by Lender in the State of Wisconsin. This Note shall be governed by and construed in
accordance with the laws of the State of Wisconsin without regard to any conflict of laws or
provisions thereof. For purposes of this Note, the Default Rate shall mean interest at the then
current prime rate (as announced by the Midwest Edition of the Wall Street Journal) plus four
percent (4.00%) (so long as such rate does not exceed the maximum rate allowable under applicable
law), calculated and accruing, from the date of the default for so long as and on such amounts as
are identified and remain outstanding.
7. Attorney Fees. Borrower agrees that if, and as often as, this Note is placed in the
hands of an attorney for collection, or to defend or enforce any of the Lenders rights hereunder
or under any document securing this Note, whether or not litigation has commenced, the undersigned
shall pay to Lender, Lenders reasonable attorneys fees, together with all court costs and other
expenses incurred by Lender in connection therewith.
8. General Provisions. This Note benefits the Lender and its successors, assigns, and
representatives, and binds Borrower and Borrowers successors and assigns. Lender may delay or
forgo enforcing any of its rights or remedies under this Note without losing them. Borrower waives
presentment, demand for payment, protest and notice of dishonor. Upon any change in the terms of
this Note, and unless otherwise expressly stated in writing, no party who signs this Note shall be
released from liability. All such parties agree that Lender may renew or extend (repeatedly and for
any length of time) this Note, or release any party or collateral; or impair, fail to realize upon
or perfect Lenders security interest in the collateral; and take any other action deemed necessary
by Lender without the consent of or notice to anyone. All such parties also agree that Lender may
modify this Note without the consent of or notice to anyone other than the party with whom the
modification is made.
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IN WITNESS WHEREOF, the undersigned Borrower has executed this Note as of the date first above
written.
MCA ENTERPRISES BRANDON, INC. |
||||
By: | /s/ T. Michael Ansley | |||
Its: President |
STATE OF MICHIGAN
|
) | |
) ss. | ||
COUNTY OF OAKLAND
|
) |
Personally came before me, this 23rd
day of June, 2010, the above
named T. Michael Ansley, to me known to be the President of MCA Enterprises
Brandon, Inc. and the person who executed the foregoing instrument and acknowledged the same.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/s/ Diana Kozar | ||||
Diana Kozar | ||||
My Commission expires: July 31, 2015 |
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