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Exhibit 10.15
PROMISSORY NOTE
$_______________ Oklahoma City, Oklahoma
[______, 1999]
FOR VALUE RECEIVED, AMERIVISION COMMUNICATIONS, INC., an Oklahoma
corporation ("Borrower") hereby promises to pay to the order of HEBRON
COMMUNICATIONS CORPORATION, a Florida corporation ("Lender"), on the Maturity
Date the principal sum of _________________________________ Dollars
($__________), together with interest payable as set forth herein.
Interest shall accrue on the unpaid principal amount hereof at the
rate of Twelve and One-Half percent (12.5%) per annum from the date hereof
through the last day of the ninth (9th) full calendar month hereafter, and
Sixteen and One-Quarter percent (16.25%) per annum thereafter. Payments of
interest shall be due and payable in arrears on the last day of each calendar
month that the principal amount hereunder remains outstanding. Payments of
principal shall be due and payable in six (6) equal monthly installments
commencing on the last day of the thirteenth (13th) full calendar month after
the date hereof, and continuing on the last day of each succeeding calendar
month until paid in full. All unpaid principal and any accrued and unpaid
interest under this Note shall be due and payable in full on the last day of
the eighteenth (18th) full calendar month after the date hereof (the "Maturity
Date"). This Note is made pursuant, and shall be subject, to the April 30, 1999
Asset Purchase Agreement between Borrower and Lender. Interest on the principal
amount shall be compounded annually, computed on the basis of a 365-day year
and due and payable for the actual number of days principal remains
outstanding.
In the event of a default in payment hereunder, all principal and
interest then due and owing shall bear interest at the Maximum Rate (defined
below). As used herein, the term "Maximum Rate" means the lesser of Eighteen
percent (18%) or the highest permissible non-usurious interest rate. Neither
payment nor acceptance of any such interest shall constitute a waiver of
default or impair Lender's rights or remedies.
Borrower shall have the right and option, without notice, premium,
forfeiture or other penalty, to prepay the principal of this Note in whole or
in part at any time prior to the Maturity Date.
All payments of principal and interest under this Note shall be made
in lawful money of the United States of America in immediately available funds
at the office of Lender located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, or at such other place as Lender
may designate from time to time in writing.
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Borrower and all other persons liable on this Note hereby waive
presentment for payment, demand, notice of dishonor, protest, notice of protest
and all other demands and notices in connection with the delivery, performance
and enforcement of this Note.
This Note and all obligations arising hereunder (the "Subordinated
Debt") are subordinated to any obligations of Borrower to Coast Business Credit
("Coast") (the "Senior Debt"). This Note is subject to the Subordination
Agreement of even date herewith by and between Borrower, Lender and Coast (the
"Subordination Agreement"), and, in the event of any inconsistency between the
terms of this Note and the terms of the Subordination Agreement, the
Subordination Agreement shall control.
This Note is being delivered in, is intended to be performed in, shall
be construed and enforceable in accordance with, and be governed by the
internal laws of, the State of Oklahoma without regard to principles of
conflict of laws. The state and federal courts in Oklahoma City, Oklahoma shall
have exclusive jurisdiction over all matters arising out of this Note, and
service of process in any such proceeding shall be effective if mailed to
Borrower at its address set forth above. BORROWER HEREBY WAIVES THE RIGHT TO
TRIAL BY JURY OF ANY MATTERS ARISING OUT OF THIS NOTE. If this Note is referred
to any attorney for collection, and the payment is obtained without the entry
of judgment, the Borrower shall pay to the holder of this Note its attorneys'
fees.
The rights and remedies of ▇▇▇▇▇▇ provided for hereunder are
cumulative with the rights and remedies of Lender available under any other
instrument or agreement or under applicable law. The principal amount of this
Note shall continue to be effective or be reinstated, as the case may be, if at
any time any amount received by Lender in respect of this Note is rescinded or
must otherwise be restored or returned by Lender including without limitation
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
Borrower or upon the appointment of any intervenor or conservator of, or
trustee or similar official for Borrower or any substantial part of its
properties, or otherwise, all as though such payments had not been made.
[SIGNATURE PAGE FOLLOWS]
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SIGNATURE PAGE TO PROMISSORY NOTE
IN WITNESS WHEREOF, ▇▇▇▇▇▇▇▇ has duly executed and delivered this
Promissory Note as of the date first set forth above.
AMERIVISION COMMUNICATIONS, INC.
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President