Exhibit 10.24
Loan Agreement between the Registrant and Xxxxxxx Funding
International, Ltd., and Promissory Note, dated July 27, 1995.
PROMISSORY NOTE
AMOUNT: $ 2,865,000.00 DATE: July 27, 1995
FOR VALUE RECEIVED, Xxxxxx Xxxxxxxx Hotel & Casino, Inc., a Nevada
Corporation ("Maker"), promises to pay to Xxxxxxx Funding International, Ltd.
d/b/a Resort Funding, a Delaware Corporation ("lender"), or order, at Xxx
Xxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000, or at such other place as the holder
of this Promissory Note ("Holder") may from time to time designate in writing,
in lawful money of the United States of America, the principal sum of up to Two
Million Eight Hundred Sixty Five Thousand Dollars ($2,865,000.00) or so much
thereof as has been disbursed and not repaid, together with interest on the
unpaid principal balance from time to time outstanding until paid, as more fully
provided for below ("Note").
The amounts loaned pursuant to this Note shall be made available by Lender
for disbursement to Maker on a revolving basis, the maximum amount available
hereunder, at any one time, shall be Two Million Eight Hundred Sixty Five
Thousand Dollars ($2,865,000.00).
Xxxxxx Xxxxxxxx Resort, Inc. and Resort Funding, Inc., executed and entered
into a Contract of Sale of Membership Agreements and Installment Purchase
Agreements with Recourse dated March 7, 1994 ("Agreement"). Maker agreed to
execute and deliver this Note with respect to the method and manner in which the
Note is to be repaid from and after the date hereof based on the terms of the
Agreement.
All capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Agreement, the applicable provisions of which are
incorporated herein by reference.
1. Interest
Interest only shall be due and payable monthly in arrears, shall accrue
daily on the basis of a 360-day year and actual days elapsed shall accrue and be
payable for a period of twelve (12) months from the date hereof at a rate per
annum equal to fourteen percent (14.0%). Thereafter repayment of this Note shall
be made, at Holder's option, in thirty-six (36) equal monthly installments of
principal and interest or through the timeshare release payment mechanism. In no
event shall any interest rate to be charged exceed the maximum contract rate
permitted under the applicable Usury Law.
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If all or any portion of any Interest Installment (as hereinafter defined)
is not actually received by Holder from Maker within ten (10) days following the
Installment Date that such Interest Installment is due, Maker shall pay on
demand to Holder a late charge of two percent (2%) of the amount of such overdue
payment.
2. Maturity
The initial term of the Loan shall be twelve (12) months from the date of
execution of this Note or upon demand of the Holder, but no sooner than ninety
(90) days from the date of the execution of this Note, whichever occurs first
("Term"). Such term may be extended at the sole option of the Holder.
3. Security
This Note is to be secured by a Mortgage and Security Agreement on the
property described in Exhibit "A" attached hereto.
4. Prepayment
Prepayment of this Note shall be permitted to be made without premium or
penalty pursuant to the payment of release fees as described in Section 10
below.
5. Miscellaneous
Every person or entity at any time liable for the payment of the
indebtedness evidenced hereby waives: diligence, presentment for payment,
protest and demand, notice of protest, demand, dishonor and nonpayment of this
Note. Every such person or entity further consents that Holder may renew or
extend the time of payment of any part or the whole of indebtedness at any time
and from time to time at the request of any other person or entity liable
therefor. Any such renewals or extensions may be made without notice to any
person or entity liable for the payment of the indebtedness evidenced hereby.
This Note is given and accepted as evidence of indebtedness only and not in
payment or satisfaction of any indebtedness or obligation.
Time is of the essence with respect to all of Maker's obligations and
agreements under this Note.
This Note and all its provisions, conditions, promises and covenants shall
be binding in accordance with the terms hereof upon Maker, its successors and
assigns, provided nothing herein shall be deemed consent to any assignment
restricted or prohibited by the terms hereof. If more that one person or other
entity
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has executed this Note as Maker, the obligations of such persons and entities
shall be joint and several.
6. Default and Remedies
The entire unpaid principal amount of this Note, together with all accrued
interest thereon, shall, at the option of Holder exercised by written notice to
the Maker at its principal executive offices, be due and payable if any one or
more of the following events (herein called "Event of Default") shall have
occurred (for any reason whatsoever and whether such happening shall be
voluntary or involuntary or come about or be effected by operation of law or
pursuant to or in compliance with any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body) and be
continuing at the time of such notice;
(a) if default shall be made in the due and punctual payment of interest or
principal of this Note when and as the same shall become due and payable,
whether at maturity, by acceleration or otherwise, and such default shall
have continued for a period of thirty (30) days after written notice
thereof to Maker;
(b) if default shall be made in the performance or observance of any of the
other covenants, agreements or conditions of Maker contained in this Note,
and such default shall have continued for a period of thirty (30) days
after written notice thereof to maker;
(c) if Maker shall:
(i) admit in writing its inability to pay its debts generally as they
become due;
(ii) file a petition in bankruptcy or a petition to take advantage of
any insolvency act;
(iii) make any assignment for the benefit of creditors;
(iv) consent to the appointment of a receiver of itself or of the
whole or any substantial part of its property;
(v) on a petition in bankruptcy filed against it, be adjudicated a
bankrupt; or
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(vi) file a petition or answer seeking reorganization or arrangement
under the Federal bankruptcy laws or any other applicable law or
statute of the United States of America or any State, district or
territory thereof; or
(d) if default shall be made in the performance or observance of any of the
conditions of other agreements as set forth above, and such default shall
have continued for a period of thirty (30) days after written notice
thereof to Maker;
In case any one or more of the Event of Default shall have occurred and be
continuing, Holder may proceed to protect and enforce its rights either by suit
in equity and/or by action of law, whether for the specific performance of any
covenant or agreement contained in this Note or in aid of the exercise of any
power granted in this Note, or Holder may proceed to enforce the payment of all
sums due upon this Note or to enforce any other legal or equitable right of
Holder.
No remedy herein conferred upon Holder is intended to limit or restrict any
other remedy and each and every such 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 or by statute or otherwise.
No course of dealing between Maker and Holder or any delay on the part of
Holder in exercising any rights hereunder shall operate as a waiver of any
rights or any Holder hereof.
Should any proceedings be instituted by Holder to recover any monies due
hereunder, Maker agrees to pay all reasonable attorney's fees and costs.
7. Severability
In the event that one or more of the provisions of this Note shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions
of this Note, but this Note shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.
8. Governing Law
This Note shall be deemed to have been made and executed at Syracuse, New
York regardless of the order in which the signatures of the parties shall be
affixed hereto, and this Note shall be interpreted, construed, and enforced in
accordance
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with the laws and public policies of the State of New York without regard to the
principles of conflicts of law.
In any action to enforce this Note, personal jurisdiction and venue shall
be at Holder's option in the Supreme Court of the State of New York, County of
Onondaga, or in the United States District Court for the Northern District of
New York.
9. Modification
This Note shall not be modified, amended, changed, terminated,
supplemented, or waived except in writing signed by Maker and Holder.
10. Release Fees
Maker shall pay release fees to Holder which are generated from the sales
of timeshare Periods at the Xxxxxx Xxxxxxxx Hotel and Casino in the amount as
provided in the Agreement. The release fees shall be applied by Holder to the
principal balance due hereunder. On a monthly basis, payment due on Interest
Installments shall be re-calculated based on the principal reduction.
IN WITNESS WHEREOF, the undersigned sets its hand the date above first
written.
Xxxxxx Xxxxxxxx Hotel & Casino, Inc.
By: /s/ Xxxx Xxxxxx
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Its: CEO
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