Promissory Note - Rascals International Inc., Rodmar Holdings LLC and Marod Holdings LLC
PROMISSORY NOTE
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(Term Note)
$451,170.00
East Orange, N.J.
November 6, 2002
FOR VALUE RECEIVED, RASCALS INTERNATIONAL INC., a corporation organized
under the laws of the State of Delaware (hereinafter referred to as the
"Company"), promises to pay to the order of RODMAR HOLDINGS LLC and MAROD
HOLDINGS LLC. (hereinafter referred to as the "Lenders"), the principal amount
of FOUR HUNDRED FIFTY-ONE THOUSAND ONE HUNDRED SEVENTY DOLLARS ($451,170.00).
The unpaid principal amount of the obligation will bear interest from the
date hereof at twelve percent (12%) per annum. Interest payable on this Note
shall be computed on a three hundred sixty (360) day per year basis counting
the actual number of days elapsed.
The principal and interest shall be payable thus: (a) on January 2, 2003
and on the first business day of each succeeding month the Company shall pay
to the Lenders jointly the sum of Twenty-Five Thousand Dollars ($25,000),
which shall be applied first to payment of accrued interest and then to
reduction of principal; (b) on December 31, 2003 the Company shall pay to the
Lenders an amount equal to the entire unpaid principal amount of this Note
and all interest accrued through that date.
Payments of both principal and interest on this Note shall be made in
lawful money of the United States of America, at 136 Freeway Drive East, East
Orange, New Jersey 07018-4000, or at such other place as the Lenders or any
subsequent holder hereof shall have designated to the Company in writing.
The Company may prepay all or any portion of this Note at any time or
times and in any amount without penalty or premium.
The Lenders, by written notice to the Company, may declare the entire
principal amount of this Note to be immediately due and payable if any of the
following (each, an "Event of Default") shall have occurred and be continuing:
(a) If the Company fail to make any payment of principal or interest
hereunder on or before its due date.
(b) If any Event of Default (as defined in the Loan Agreement of even
date herewith) shall occur and be continuing (after the expiration of any
applicable grace periods expressly provided therein).
The Company waives presentment, notice of non-payment, protest and notice
of protest, and agrees to remain fully bound notwithstanding the release of
any party, extension or modification of terms, or discharge of any collateral
for this note.
No delay on the part of any holder hereof in exercising any power or
rights hereunder shall operate as a waiver of any power or rights. Any demand
or notice hereunder to the Company shall be deemed duly given or made when
sent, if given by telecopier, when delivered, if given by personal delivery
or overnight commercial carrier, or the fifth calendar day after deposit in
the United States mail, certified mail, return receipt requested, addressed
to the Company at its address (or telecopier number)
As follows:
RASCALS INTERNATIONAL INC.
136 Freeway Drive East
East Orange, New Jersey 07018-4000
Telecopier (Fax): 973-266-7030
or such other address or telecopier number as may be hereafter designated in
writing by the Company to the Lenders.
Any provision of this Note which is invalid, illegal or unenforceable in
any jurisdiction shall, as to that jurisdiction, be ineffective to the extent
of such invalidity, illegality or unenforceability, without affecting in any
way the remaining provisions hereof in such jurisdiction or rendering that or
any other provision of this Agreement invalid, illegal or unenforceable in
any other jurisdiction.
This Note shall be deemed to be made in New Jersey and shall in all
respects be interpreted, construed, and governed by and in accordance with
the laws of the State of Jersey, and the Company hereby irrevocably submits
to the exclusive jurisdiction of the federal and state courts located in New
Jersey.
RASCALS INTERNATIONAL INC.
By:
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Eduardo Rodriguez, President
Attest:
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Michael Margolies, Secretary