PROMISSORY NOTE BY AND BETWEEN SIGN MEDIA SYSTEMS, INC., AS THE LENDER AND OLYMPUS LEASING COMPANY, AS THE BORROWER
EXHIBIT
10.6
BY
AND
BETWEEN
SIGN
MEDIA SYSTEMS, INC., AS THE LENDER
AND
OLYMPUS
LEASING COMPANY, AS THE BORROWER
$1,200,000Sarasota,
Florida
June
28,
2005
FOR
VALUE RECEIVED,
Olympus
Leasing Company, a Florida Corporation (“Borrower”), promises to pay to the
order of Sign Media Systems, Inc., a Florida corporation (“Lender”), during
regular business hours at Lender’s office at ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or such other place as Lender may from time to time
designate, the principal sum of One Million Two Hundred Thousand and No/100
Dollars (“Loan”), with interest thereon at the rate or rates specified below
until paid in full, and any and all other sums which may be owing to Lender
by
Borrower pursuant to this Promissory Note (“Note”), in accordance with the
provisions set forth herein.
1. PRIMARY
BUSINESS TERMS
1.1. Maturity
Date.
The
final and absolute maturity date of this Note (“Maturity Date”) shall be June
28, 2010.
1.2. Interest
Rate.
From
the date of this Note until all sums owed on this Note are paid in full,
interest shall accrue on the principal balance outstanding under this Note
at
Five and Three Tenths percent (5.3%) per annum.
1.3. Payment.
Borrower shall make a payment to Lender of accrued and unpaid interest only
on
June 28, 2006, and on the same day of each succeeding year thereafter. On the
Maturity Date, Borrower shall pay in full all sums due under this Note,
including principal, interest, charges and fees. All payments made under this
Note shall be made by such form of check, draft or other instrument as may
be
approved from time to time by Lender, and shall be payable in lawful money
of
the United States of America, which shall be legal tender in payment of all
debts and dues, public and private, at the time of payment. All payments made
under this Note shall be applied first to late charges or other sums owed to
Lender, next to accrued interest, and then to principal, or in such other order
or proportion as Lender, in Lender’s sole discretion, may elect from time to
time.
1.4. Late
Charge.
If any
payment due under this Note is not received by Lender within fifteen (15)
calendar days after its due date, Borrower shall pay a late charge equal to
5%
of the amount then due.
1.5. Prepayment.
Borrower may prepay this Note in whole or in part at any time or from time
to
time without premium or additional interest. All prepayments shall be applied
to
principal in the inverse order of scheduled maturities.
2. DEFAULT
AND REMEDIES
2.1. Events
of Default.
Each of
the following shall constitute an event of default under this Note (“Event of
Default”):
(a). A
default
in the payment of any sum due under this Note.
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2.2. Remedies.
Upon
the occurrence of an Event of Default, in addition to all other rights and
remedies available to Lender under the Loan Documents and applicable law, Lender
shall have the following rights and remedies:
(a). Acceleration.
Lender, in Lender’s sole discretion and without notice or demand, may declare
the entire principal balance outstanding under this Note, plus accrued interest
and all other sums owed under this Note, immediately due and payable; reference
is made to the Loan Documents for further and additional rights on the part
of
Lender to declare the entire balance outstanding under this Note, plus accrued
interest and all other sums owed under this Note, immediately due and
payable.
(b). Default
Interest Rate. Lender, in Lender’s sole discretion and without notice or demand,
may raise the rate of interest accruing on the principal balance outstanding
under this Note to the highest rate allowed by applicable law, independent
of
whether the Lender elects to accelerate the principal balance outstanding under
this Note.
2.3. Expenses
of Collection and Attorneys’ Fees.
If this
Note is referred to an attorney for collection, whether or not suit has been
filed, Borrower shall pay all of Lender’s costs, fees and expenses, including
reasonable attorneys’ fees, resulting from such referral.
3. MISCELLANEOUS
3.1. Assignability.
This
Note may be assigned by Lender or any holder at any time or from time to time.
This Note shall inure to the benefit of and be enforceable by Lender and
Lender’s successors and assigns and any other person to whom Lender or any
holder may grant an interest in Borrower’s obligations under this Note, and
shall be binding and enforceable against Borrower and Borrower’s personal
representatives, successors and assigns.
3.2. Negotiable
Instrument.
Borrower agrees that this Note shall be deemed a negotiable instrument even
if
this Note would not qualify under applicable law, absent this Section, as a
negotiable instrument.
3.3. Joint
and Several Liability.
All
liabilities under this Note shall be joint and several.
3.4. Choice
of Law.
This
Note shall be governed by the laws of the State of Florida (excluding principals
of conflicts of law). The parties agree that for choice of law purposes this
Note shall be deemed entered into and performed in the State of
Florida.
3.5. Unconditional
Obligations.
Borrower’s obligations under this Note shall be the absolute and unconditional
duty and obligation of Borrower and shall be independent of any rights of
set-off, recoupment or counterclaim which Borrower might otherwise have against
the holder of this Note, and Borrower shall pay absolutely the payments of
principal, interest, fees and expenses required under this Note, free of any
deductions and without abatement, diminution or set-off.
3.6. Tense;
Gender; Section Headings.
In this
Note, the singular includes the plural and vice
versa;
and
each reference to any gender also applies to any other gender. The section
headings are for convenience only and are not part of this
Note.
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3.7. Time.
Time is
of the essence of this Note.
4. CONSENTS
AND WAIVERS
4.1. Waiver
of Presentment, Etc.
Borrower waives presentment, notice of dishonor and protest.
4.2. Consent
to Extensions, Etc.
From
time to time, without affecting any of the obligations of Borrower under this
Note, without giving notice to or obtaining the consent of Borrower, and without
liability on the part of Lender, Lender may, at Lender’s option, extend the
maturity of this Note, or any payment due under this Note, reduce the amount
of
any payments under this Note, release anyone liable on any amount due under
this
Note, accept a renewal of this Note, modify the terms of payment of any amounts
due under this Note, join in any extension or subordination agreement, release
any security for the Note, or take or release any other or additional
security.
4.3. Jury
Trial Waiver.
Borrower and Lender (by acceptance of this Note) jointly waive trial by jury
in
any action or proceeding to which Borrower and any holder of this Note may
be
parties, arising out of or in any way pertaining to this Note or any of the
other Loan Documents. It is agreed and understood that this waiver constitutes
a
waiver of trial by jury of all claims against all parties to such actions or
proceedings, including claims against parties who are not parties to this Note.
This waiver is knowingly, willingly and voluntarily made by Borrower, and
Borrower hereby represents that no representations of fact or opinion have
been
made by any individual to induce this waiver of trial by jury or to in any
way
modify or nullify its effect.
IN
WITNESS WHEREOF,
Borrower has duly executed this Note under seal as of the date first written
above.
BORROWER:
Olympus
Leasing Company
By:
_____________________(SEAL)
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, III
President
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