Promissory Note - BUCA Inc. and Joseph P. Micatrotto
PROMISSORY NOTE
$150,000 Minneapolis, Minnesota
March 15, 2001
For value received, the undersigned, Joseph P. Micatrotto (the "Borrower"),
promises to pay to the order of BUCA, Inc., a Minnesota corporation (the
"Lender"), at 1300 Nicollet Mall, Suite 5003, Minneapolis, Minnesota 55403, or
at such other place as the Lender may from time to time designate to the
undersigned in writing, in lawful money of the United States of America, the
principal sum of One Hundred Fifty Thousand Dollars ($150,000), together with
interest on the outstanding unpaid principal balance, as provided below.
1. Interest. Interest shall accrue on the principal sum due hereunder from
the date hereof at the rate of 8% per annum.
2. Repayment. Borrower shall repay to Lender the principal sum outstanding
hereunder, plus accrued interest, two years from the date hereof. This
Promissory Note may be prepaid at any time, in whole or in part,
without the prior written consent of Lender and without prepayment
premium or penalty, upon prior written notice to Lender. All interest
accrued on the principal amount being prepaid shall be paid at the time
of such prepayment.
3. Default. An Event of Default shall be deemed to have occurred under
this Promissory Note if Borrower shall fail to pay when due any amount
of principal or interest due hereunder. In the case of any of (i) an
Event of Default, (ii) the death of Borrower, or (iii) the termination
of Borrower's employment with Lender, then Lender may, at its option by
written notice to Borrower, declare immediately due and payable the
unpaid principal balance due hereunder and interest accrued thereon.
The Lender may take any action or proceeding at law or in equity which
Lender deems advisable to collect and enforce payment of all amounts
due under this Promissory Note, whether by reason of maturity of such
amounts or acceleration thereof pursuant to an Event of Default. In
addition, and not by way of limitation, in case of an Event of Default,
the Borrower hereby expressly consents to the offset by Lender of any
payments due Borrower from Lender in an amount equal to all amounts due
under this Promissory Note, whether by reason of maturity of such
amounts or acceleration thereof pursuant to an Event of Default. The
Borrower shall pay all expenses, court costs and reasonable attorneys'
fees which may be incurred in connection with the enforcement or
collection of any amounts due under this Promissory Note or which
otherwise may result out of any Event of Default.
4. Survival. The obligations of Borrower under this Promissory Note shall
be binding upon Borrower's heirs, successors and assigns and the rights
of Lender of this Promissory Note shall inure to the benefit of
Lender's successors and assigns; provided nothing herein shall permit
Borrower to assign his obligations under this Promissory Note.
5. Waiver. No delay or omission on the part of Lender in exercising any
right hereunder shall operate as a waiver of such right or of any other
remedy under this Promissory Note. A waiver on any one occasion shall
not be construed as a waiver of any such right or remedy on a future
occasion. Borrower hereby waives presentment, protest, notice of
non-payment, dishonor and notice of dishonor.
6. Governing Law. This Promissory Note is issued and shall be governed by
the internal laws of the State of Minnesota.
/s/ Joseph P. Micatrotto
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Joseph P. Micatrotto