Exhibit 10.30
LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Agreement") is made and entered into as of March
20, 1996, by and between Las Vegas Entertainment Network, Inc., a Delaware
corporation ("Lender"), and Malbec (Florida), Inc., a Florida corporation
("Borrower"), with reference
to the following facts anc circumstances:
WHEREAS, Borrower has a business and financial interest in the development
and continuing operation of that certain hotel and recreational facility located
and operating at 000 Xxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxx, and commonly known as
the La Voile Rouge Hotel & Beach Club (the "Facility");
WHEREAS, Borrower, on behalf of P.R.D. Holding Company, Inc., a Florida
corporation and the developer and operator of the Facility ("PRD"), has
previously borrowed from Lender or caused Lender to loan to PRD, and Lender has
loaned to Borrower or PRD, certain funds to further the development of the
Facility; and
WHEREAS, Borrower requires additional funds for the purpose specified in
the foregoing recital, and for the purpose of paying certain legal fees and
costs of Borrower and PRD in connection with the development and operation of
the Facility, and Lender is willing to advance such funds to Borrower upon and
subject to the terms and conditions contained herein.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Loan. Borrower and Lender hereby confirm that Lender has previously
loaned to Borrower the sum of Forty-Three Thousand Dollars ($43,000) on or about
August 3, 1995, and that such borrowing shall for all purposes constitute a
portion of the funds loaned hereunder and shall be subject to all of the terms
and conditions of this Agreement. If, at any time or from time to time from and
after the date hereof and before December 31, 1996, Borrower shall notify Lender
that Borrower desires to borrow additional loan funds from Lender, up to a
maximum aggregate amount of One Million Five Hundred Thousand Dollars
($1,500,000), Lender shall disburse to Borrower (or order) the amount requested,
by wire transfer of immediately available funds to an account or payee
designated by Borrower, as soon as possible, and in any event within ten (10)
days after it receives Borrower's request therefor; provided, however, that
Lender shall have no obligation to disburse such funds unless it agrees to the
use to which Borrower proposes to apply such funds. In order to evidence and
secure its obligation to repay the Loan to Lender after and to the extent that
Loan proceeds are disbursed to Borrower, Borrower has executed and delivered to
Lender (i) Borrower's Secured Promissory Note in the form attached hereto as
Exhibit "A" and incorporated herein by this reference (the "Note"), and (ii) a
Security Agreement by and between Borrower, as debtor, and Lender, as secured
party, in the form attached hereto as Exhibit "B" and incorporated herein by
this reference (the "Security Agreement" and, together with the Note, the "Loan
Documents").
2. General Representations and Warranties. Borrower and
Lender each hereby respectively represents and warrants to the
other (with respect to itself) as follows:
(a) Corporate Action. All corporate or similar action required to be
taken by Borrower or Lender, as the case may be, in connection with the
execution, delivery and performance of this Agreement and the Loan Documents has
been duly taken.
(b) No Conflicts. Neither the execution and delivery of this Agreement
or the Loan Documents by Borrower or Lender, as the case may be, nor the
performance of any of Borrower's or Lender's respective obligations hereunder or
thereunder, will: (i) violate or conflict with the articles or certificate of
incorporation, bylaws, or other charter documents of Lender or Borrower, as
respectively amended to date, which violation or conflict is material to
Borrower or Lender, as the case may be; (ii) conflict with, result in a breach
of, constitute (with notice, lapse of time or both) a default under, or result
in the creation of imposition of any lien, charge, security interest or other
encumbrance upon any of the respective properties of Borrower or Lender pursuant
to the terms of any agreement, instrument or document to which Borrower or
Lender, as the case may be, is a party, by which such party is bound or to which
any of such party's respective properties is subject, which conflict, breach,
default, lien, charge, security interest or encumbrance is material to Borrower
or Lender, as the case may be.
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3. Covenants. For so long as the obligation to repay
proceeds of the Loan theretofore actually disbursed by Lender
pursuant to Section 1 hereof and evidenced by the Note is
outstanding, Borrower covenants to Lender that Borrower shall do
the following:
(a) Compliance with Laws. Borrower shall remain in good standing in the
jurisdiction in which it is organized and shall comply in all material respects
with all material laws which are applicable to it or to the conduct of its
business, the breach or violation of which would be material to Borrower.
(b) Financial Statements. Borrower shall deliver to Lender, as soon as is
reasonably practicable after they become available, unaudited quarterly and
annual financial statements of Borrower; provided, however, that although
Borrower shall have no obligation to obtain audited financial statements, if it
does so,it shall provide copies thereof to Lender as soon as reasonably
practicable after they become available.
(c) Other Reports. Borrower shall advise Lender in writing of (i)
developments (including litigation) which Borrower believes to be materially
adverse to Borrower, PRD, their respective businesses (as distinguished from
partnerships, companies and businesses generally) or the Facility, (ii) any
material default by Borrower or PRD under this Agreement or any other material
contract or agreement, and (iii) any material Event of Default (as such term is
defined in the Note).
(d) Sale of Assets to Affiliates. Borrower shall not sell, lease,
transfer or otherwise dispose of (collectively, a "disposition") any substantial
part of the properties or assets of Borrower to an "affiliate" (as such term is
defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of
Borrower, unless the consideration received by Borrower in any such disposition
is equal to the fair market value of the assets or properties disposed of.
(e) Consolidation or Merger. Borrower shall not consolidate with or
merge with or into any other entity or transfer (by lease, assignment, sale or
otherwise) all or substantially all of its properties and assets, as an entirety
or substantially as an entirety to another person or group of affiliated
persons, unless either Borrower shall be the continuing person or the person (if
other than Lender) formed by such consolidation or into which Borrower is merged
or to which the properties and assets of Borrower as an entirety are transferred
or leased, shall expressly assume all the obligations of Borrower under the Loan
Documents and this Agreement.
4. General Provisions.
(a) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and any permitted successors and
assigns.
(b) Amendment. No amendment or modification hereto, or waiver of the
terms hereof, shall be valid unless in a writing executed by the parties hereto.
(c) Notices. Any notice or other communication given pursuant to or in
connection with this Agreement shall, except to the extent otherwise provided in
this Agreement, be in writing and shall be given by personal delivery, telex,
telecopy, facsimile (provided that any notices given by telex, telecopy or
facsimile are confirmed by telephone), or by deposit of notice in the United
States mail, postage prepaid, return receipt requested. Notices shall not be
deemed delivered until received. Notice addresses are as follows (or such other
addresses as one party may provide to the other by written notice pursuant to
this Agreement):
To Borrower: Malbec (Florida), Inc.
0000 Xxxxx Xxxxxxxx Xxxxx Xxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxx 00000
Tel No.: 000.000.0000
Fax No.: 000.000.0000
To Lender: Las Vegas Entertainment
Network, Inc.
0000 Xxxxxxx Xxxx Xxxx
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx
Tel No.: 000.000.0000
Fax No.: 000.000.0000
(d) Severability. If any provision herein, or the application thereof
to any circumstance, is found to be unenforceable, invalid or illegal, such
provision shall be deemed deleted from this Agreement or not applicable to such
circumstance, as the case may be, and the remainder of this Agreement shall not
be affected or impaired thereby.
(e) Attorneys' Fees. If any action should arise among the parties
hereto to enforce or interpret the provisions of this Agreement, the prevailing
party in such action shall be reimbursed for all reasonable expenses incurred in
connection with such action, including reasonable attorneys' fees.
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(f) Integration. This Agreement, together with the Loan Documents,
expresses the entire agreement and understanding of the parties hereto with
respect to the matters set forth herein and supersedes all prior agreements,
arrangements and understandings among the parties hereto with respect to the
matters set forth herein. The terms and provisions of the Loan Documents are
hereby incorporated into this Agreement by this reference.
(g) Choice of Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without regard to the
conflicts of laws principles thereof. Any actions, suits or proceedings
instituted in connection herewith shall be initiated and maintained exclusively
in the Los Angeles County Superior Court, or in the United States District Court
for the Central District of California. By execution and delivery of this
Agreement, Borrower hereby consents, for itself and in respect of its property,
to the jurisdiction of the aforesaid courts solely for the purpose of
adjudicating its rights or the rights of Lender with respect to this Agreement,
the Loan Documents and any document or instrument related thereto. Borrower
hereby irrevocable designates CT Corporation System, 000 Xxxx Xxxxxxx Xxxxxx,
Xxx Xxxxxxx, Xxxxxxxxxx, as the designee, appointee and agent of Borrower to
receive, for and on behalf of Borrower, service of process in such jurisdictions
in any legal action or proceeding with respect to this Agreement, the Promissory
Note or any document related thereto. Borrower hereby irrevocable waives, to the
extent permitted by applicable law, any objection, including, without
limitation, any objection to the laying of venue or based on the grounds of
forum non conveniens, which it may now or hereafter have to the bringing of any
action or proceeding in such respective jurisdictions in respect of this
Agreement, the Loan Documents or any document related thereto. Nothing herein
shall affect the right of Lender to serve process in any other manner permitted
by law.
(h) Waivers. No waiver of any term, provisions or condition of this
Agreement or of the Promissory Note in any one or more instances, shall be
deemed to be or construed as a further waiver of any such term, provision or
condition or as a waiver of any other term, provision or condition.
(i) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(j) Further Assurances. The parties agree to execute any and all such
further agreements, instruments or documents, and to take any and all such
further actions, as may be necessary or desirable to carry into effect the
purposes and intent of this Agreement, including, without limitation, documents
and instruments deemed necessary or advisable to perfect the security interest
granted under the Security.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
Malbec (Florida), Inc.,
a Florida corporation
By: \s\Xxxxx Xxxxxxxx
----------------------
Xxxxx Xxxxxxxx,
President
Las Vegas Entertainment
Network, Inc.
By: \s\ Xxx Xxxxxxx
--------------------
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SECURED PROMISSORY NOTE
Up to $1,500,000 March 20, 1996
Los Angeles, California
FOR VALUE RECEIVED, the undersigned, Malbec (Florida), Inc., a Florida
corporation ("Maker"), promises to pay to the order of Las Vegas Entertainment
Network, Inc., a Delaware corporation ("Payee"), at 0000 Xxxxxxx Xxxx Xxxx,
Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or at such other place as may be
designated by Payee, in legal tender of the United States of America the
principal sum of One Million Five Hundred Thousand Dollars ($1,500,000) or so
much thereof as may be advanced and outstanding hereunder, together with
interest on unpaid principal from time to time outstanding at a rate of interest
equal to eight percent (8%) per annum. All outstanding principal and interest
thereon shall be due and payable on March 31, 1997.
Advances hereunder (including any and all advances made prior to the date
hereof and subject to the terms and conditions of that certain Loan Agreement of
even date herewith (the "Loan Agreement") between Payee, as lender, and Maker,
as borrower) shall be noted from time to time on the grid attached hereto, but
the failure to make such notations shall not affect the validity of Maker's
obligations to pay principal and interest as provided herein on amounts advanced
hereunder.
Any advances hereunder, to the total amount of the principal sum stated
above, shall be conclusively presumed to have been made to, and at the request
and for the benefit of, Maker when deposited to the credit of any account of
Maker or PRD (as defined in the Loan Agreement) with any financial institution
or in the Dade County Court Registry (the "Court Registry"), or disbursed in
accordance with the instruction of Maker or any authorized agent of Maker.
If payment on this Note becomes due and payable on a day other than a
Business day, the maturity thereof shall be extended to the next succeeding
Business Day.
Unless expressly indicated to the contrary herein, all payments received on
account of this Note shall be applied first to accrued interest and then to the
unpaid principal balance hereof.
This Note is secured pursuant to the terms of that certain Security
Agreement of even date herewith, between Maker, as debtor, and Payee, as secured
party (the "Security Agreement". Reference is made to the Security Agreement for
the terms and conditions under which the entire unpaid principal balance hereof,
together with all accrued and unpaid interest hereunder, may become
immediately due and payable in full.
This Note may be, or may be required to be, prepaid in whole or in part as
provided in the Security Agreement.
The Agreement and this Note shall be construed and enforced in accordance
with, and governed by, the laws of the State of California.
Maker intends and believes that each provision of this Note complies with
all applicable local, state and federal laws and judicial decisions. However, if
any provision or provisions, or if any portion of any provision or provisions,
in this Note are found by a court of law to be in violation of any local, state
or federal ordinance, statute, law, administrative or judicial decision or
public policy, and if such court should declare such portion, provision or
provisions of this Note to be illegal, invalid, unlawful, void or unenforceable
as written, then it is the intent of Maker that such portion, provision or
provisions shall be given force to the fullest possible extent that they are
legal, valid and enforceable, that the remainder of this Note shall be construed
as if such illegal, invalid, unlawful, void or unenforceable portion, provision
or provisions were not contained therein, and that the obligations of Maker
under the remainder of this Note shall continue in full force and effect.
The interest payable hereunder shall be the lesser of the amount specified
herein, or the amount permissible by law.
The terms of this Note are subject to amendment only in the manner provided
in the Agreement.
Maker hereby consents to renewals and extensions of time at or after the
maturity hereof, without notice, and hereby waives diligence, presentment,
protest, demand and notice of every kind and, to the fullest extent permitted by
law, the right to plead any statute of limitations as a defense to any demand
hereunder.
Malbec (Florida), Inc.,
a Florida corporation
By: \s\ Xxxxx Xxxxxxxx
----------------------
Xxxxx Xxxxxxxx,
President
SECURITY AGREEMENT
THIS SECURITY AGREEMENT (this "Agreement") is entered into as of the 20th
day of March, 1996, by and between Las Vegas Entertainment Network, Inc., a
Delaware corporation ("Secured Party"), and Malbec (Florida), Inc., a Florida
corporation ("Debtor"), with reference to the following facts and
circumstances:
WHEREAS, Secured Party has loaned certain sums to Debtor pursuant to that
certain Secured Promissory Note (the "Note") of even date herewith in the
principal amount of up to One Million Five Hundred Thousand Dollars
($1,500,000), and may loan additional funds thereunder pursuant to the Note and
that certain Loan Agreement of even date herewith by and between Debtor, as
borrower, and Secured Party, as lender (the "Loan Agreement"); and
WHEREAS, as security for the repayment of Debtor's obligations evidenced by
the Note and the Loan Agreement, Debtor is entering into this Agreement with
Secured Party.
NOW THEREFORE, the parties hereto agree as follows:
AGREEMENT
1. OBLIGATIONS SECURED. The security interest granted by this Agreement
shall secure payment and performance of all indebtedness, obligations and
liabilities of Debtor to Secured Party (collectively, the "Secured Debt")
arising out of, connected with or related to the Note, the Loan Agreement and
this Agreement.
2. GRANT OF SECURITY INTEREST. Debtor hereby mortgages, pledges, assigns,
transfers, sets over, conveys and delivers to Secured Party and grants to
Secured Party a security interest in and to the collateral described or referred
to in Section 3 to secure the Secured Debt.
3. COLLATERAL. Debtors' collateral (the "Collateral")
subject to the security interest granted hereby shall consist of
all of Debtor's right, title, interest and expectancy in or to
monies held in the Court Registry (as defined in the Note).
4. REPRESENTATIONS AND WARRANTIES OF DEBTOR.
(a) Debtor has good title to the Collateral and has full power and
authority to grant security interests in the Collateral, and to execute, deliver
and perform in accordance with the terms of this Agreement, without the consent
or approval of any other person or entity;
(b) This Agreement constitutes the legal, valid and binding obligation
of Debtor enforceable against Debtor in accordance with its terms and
constitutes a good, valid and subsisting security interest in all of the
Collateral for the full amount of the Secured Debt.
5. COVENANTS OF DEBTOR. Debtor hereby covenants and agrees
that:
(a) Debtor shall do or cause to be done all things necessary to
preserve, renew and keep in full force things necessary to preserve, renew and
keep in full force and effect its corporate existence, rights, license, permits
ad franchises, to the extent necessary for the proper operation of is business,
and to comply with all laws and regulations applicable to it;
(b) Debtor shall, at its own cost and expense, (i) take any and all
actions necessary to preserve, protect and defend the security interest of
Secured Party in the Collateral created hereunder and the priority thereof
against any and all adverse claims;
(c) Debtor shall promptly reimburse Secured Party for any and all sums,
including costs, expenses and attorneys fees, which Secured Party may pay or
incur in defending, protecting or enforcing the security interest of this
Agreement or the priority thereof, or in enforcing or collecting the Secured
Debt, or in discharging any prior to subsequent lien or adverse claim against
the Collateral or any part thereof, or by reason of becoming or being made a
party or intervening in any action or proceeding affecting the Collateral or the
rights of Secured Party therein, all of which actions Secured Party shall have
the right to take;
(d) Debtor shall from time to time make, execute, acknowledge and
deliver all such further documents, instruments and assurances as may be
requested by Secured Party to perfect or preserve the security interest created
by and to carry out the intent of this Agreement, and hereby authorizes Secured
Party to file financing statements and amendments thereto relating to all of
part of the Collateral where desirable in Secured Party's judgment to perfect
the security interest granted herein without the signature of Debtor (where
permitted by law).
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6. PRESERVATION OF COLLATERAL. In case of any failure of Debtor to keep the
Collateral free from liens or adverse claims, or to pay taxes on or with respect
thereto, or to fully and punctually keep and perform any other covenant hereof,
then Secured Party may (but shall not be required to) pay or contest or settle
such taxes, liens or adverse claims, or any judgments based thereon, or
otherwise make good any other aforesaid failure of Debtor. Debtor covenant to
promptly reimburse to Secured Party (together with costs, expenses and
attorneys' fees) any sums (i) paid or advanced for any such purpose, (ii)
disbursed to protect the Collateral or the security interest created by this
Agreement, and/or (iii) which Debtor have herein covenanted to reimburse to
Secured Party. Such reimbursement shall be with interest, at the maximum rate
permitted by California or other applicable law, and the right to such
reimbursement shall become additional indebtedness secured hereby.
7. EVENTS OF DEFAULT. Each of the following shall
constitute an Event of Default by Debtor:
(a) The default in the payment of principal of the Note,
as and when due and payable;
(b) The default in the payment of interest on the Note, or other
amounts payable to Secured Party under this Agreement, as and when due and
payable;
(c) The default in the due observance or performance of the provisions
of any covenant, condition or agreement of Debtor, contained herein, in the
Note, or in the Loan Agreement, which would adversely affect the validity or
perfection of the security interest of Secured Party in the Collateral or the
value of the Collateral;
(d) The default in the due observance or performance of any other
covenant, condition or agreement on the part of Debtor to be observed or
performed pursuant to the terms of this Agreement;
(e) The establishment by any person (other than Secured Party or its
successors or assigns or a person consented to in writing by Secured Party) of a
right in the Collateral which is equal or senior to the security interest of
Secured Party;
(f) If there shall exist or occur, and Secured Party shall notify
Debtor of, any event or condition which in Debtor's good faith business judgment
(exercised in Secured Party sole discretion) is an event of Default or which
would have a material adverse effect on the ability or obligation of Debtor (or
any of them) to perform their respective obligations;
(g) The assignment for the benefit of creditors by Debtor, or the
commencement of a case under Title 11 of the United States Bankruptcy Code by or
against Debtor;
(h) The appointment of a receiver, trustee or custodian for or over
Debtor or any of Debtor's property not vacated within thirty (30) days
thereafter; or
(i) The levy of any writ of execution or other judicial process upon
any of the property of Debtor not released within thirty (30) days thereafter.
8. RIGHTS OF SECURED PARTY UPON DEFAULT. Upon the
occurrence of an event of Default, Secured Party shall have the
following rights and remedies:
(a) All of the rights and remedies of a secured party under the
California Uniform Commercial Code or other applicable law then in effect and,
without limitation, at the option of Secured Party, the right:
(i) to take immediate possession of the Collateral,
or any portion thereof, including any writings evidencing the
Collateral;
(ii)to dispose of the Collateral or any part thereof at public
sale, which may be conducted at the location designated by Secured Party, for
cash or on credit and on such terms as Secured Party may, in its sole
discretion, elect after giving at least five (5) days' notice of the time and
place of sale in the manner provided by law;
(iii) To dispose of the Collateral or any part thereof at private
sale upon like notice for cash or on credit and on such other terms as Secured
Party may in its sole discretion elect; and
(iv)To pursue any other remedy for the enforcement
of the security interest;
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(b) Out of the proceeds of any disposition, Secured
Party shall:
(i) First, pay all costs, expenses and charges for pursuing,
searching for, taking, removing, keeping, storing, advertising and selling such
Collateral, including, without limitation, reasonable attorneys' fees and costs.
(ii)Second, retain out of the proceeds of sale the
Secured debt; and
(iii) Third, pay the remaining funds, if any, to Debtor or any other
party legally entitled thereto.
(c) If there is a deficiency, Debtor shall forthwith pay
it to Secured Party.
(d) Secured Party may postpone or adjourn any such sale from time to
time by announcement at the time and place of sale stated in the notice of sale,
without being required to give a new notice of sale.
(e) Upon the occurrence of an Event of Default that is not waived in
writing by Secured Party, (i) Debtor does hereby irrevocably make, constitute
and appoint Secured Party or any of its designees, its true and lawful
attorney-in-fact with full power in the name of Debtor to receive, open and
dispose of all mail addressed to Debtor, and to endorse any notes, checks,
drafts, money orders or other evidences of payment relating to the Collateral
that may come into the possession of Debtor with full power and aright to cause
the mail of Debtor to be trans-ferred to Secured Party's own offices or
otherwise, and to do any and all other acts necessary or proper to carry out the
intent of this Agreement, and Debtor hereby ratifies and confirms all that
either of the Secured Party or its substitutes shall properly do by virtue
hereof; (ii) Debtor does hereby further irrevocably make, constitute and appoint
Secured Party or any of its designees its true and lawful attorney-in-fact in
the name of Secured Party or Debtor (A) to enforce all of Debtor's rights under
and pursuant to all agreement with respect to the Collateral, all for the sole
benefit of Secured Party, (B) to enter into and perform such agreements as may
be necessary or desirable in order to carry out the terms, covenants and
conditions of this Agreement which are required to be observe or performed by
Debtor, (C) to execute such other and further mortgages, pledges and assignments
of the Collateral as Secured Party may reasonably require for the purpose of
protecting, maintaining or enforcing the security interest granted to Secured
Party pursuant to this Agreement, and (D) to do any and all other things
necessary or proper to carry out the intention of this Agreement, and Debtor
ratifies and confirms all that Secured Party as such attorney-in-fact or its
substitutes shall properly do by virtue of this power of attorney.
9. SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon the successors and assigns of Debtor.
10. REMEDIES NOT EXCLUSIVE; NO WAIVERS; FORECLOSURES. No right or
remedy herein is exclusive of any other right or remedy. Each and every right
and remedy shall be cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity, and may be
excised from time to time as often as deemed expedient, separately or
concurrently. The failure or delay of Secured Party to insist in any one or more
instances upon the performance of any of the terms, covenants or conditions of
this Agreement, or to exercise any right, remedy or privilege herein conferred,
shall not impair or be construed as thereafter waiving any such covenants,
remedies, conditions or provisions, but every such terms, condition and covenant
shall continue and remain in full force and effect; nor shall the giving, taking
or enforcement of or execution against any other or additional security,
collateral or guaranty for the payment of the Secured Debt operate to prejudice,
waive or affect any rights, powers or remedies hereunder; nor shall Secured
Party be required to first look to, enforce, exhaust or execute against such
other or additional security or guaranties prior to so acting against the
Collateral. Secured Party may foreclose on or execute against the items of
Collateral in such order as Secured Party may, in its sole discretion,
determine.
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11. SEVERABILITY. The unenforceability or invalidity of any
provision or provisions of this Agreement shall not render any
other provision or provisions herein contained unenforceable or
invalid.
12. NOTICE. All notices, demands and communications hereunder shall be in
writing and shall be deemed to be duly given upon personal delivery or two days
after deposit in the United States mail by registered or certified mail, postage
prepaid, return receipt requested, addressed to the parties at the addresses
herein set forth, or at such other address as any party shall have furnished to
the other parties in writing:
To Debtor: Malbec (Florida), Inc.
0000 Xxxxx Xxxxxxxx Xxxxx Xxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxx 00000
To Secured Party: Las Vegas Entertainment
Network, Inc.
0000 Xxxxxxx Xxxx Xxxx
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx
13. CHOICE OF LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California
except laws respecting conflicts of law.
14. ATTORNEY'S FEES. Should any party hereto institute any action or
proceeding to enforce this Agreement or any provision hereof or for a
declaration of rights under this Agreement, or for arbitration or any dispute
arising under this Agreement, the prevailing party in any such action,
proceeding or arbitration shall be entitled to receive from the other party all
costs and expenses, including, without limitation, reasonable attorneys' fees,
incurred by the prevailing party in connection with such action, proceeding or
arbitration.
15. TIME IS OF THE ESSENCE. Time is of the essence with
respect to this Agreement.
16. ASSIGNMENT BY SECURED PARTY. Secured Party and each
assignee may assign this Agreement and the obligations made under
it without the consent of Debtor, and each assignee is to be
entitled to all the rights and remedies of Secured Party hereunder.
17. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
covenants, agreements, representations and warranties made herein
and in the certificates delivered pursuant hereto shall survive
Secured Party's execution and delivery of the Note and shall
continue in full force and effect so long as expressly provided
herein and in any event so long as the Note is outstanding and
unpaid.
IN WITNESS WHEREOF, Debtor and Secured Party have caused this Agreement to
be duly executed and delivered as of the date first above written.
Malbec (Florida), Inc.,
a Florida corporation
By: \s\ Xxxxx Xxxxxxxx
----------------------
Xxxxx Xxxxxxxx,
Presideent
Las Vegas Entertainment
Network, Inc., a Delaware
corporation
By: \s\ Xxx Xxxxxxx
-------------------
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