Exhibit 10.6
PROMISSORY NOTE
Principal Amount: $60,000.00 Date: October 30, 1997
FOR VALUE RECEIVED, MILITARY RESALE GROUP, INC., hereinafter referred to as
("Maker"), does hereby promise to pay to the order of Shannon Investments, Inc.
("Noteholder"), as follows:
1. PAYMENTS. Maker does hereby promise to pay to the order of Noteholder,
the aggregate sum of Sixty Thousand Dollars ($60,000.00), with annual interest
of Six Thousand Dollars ($6,000.00) payable in one installment of interest and
principal on or before November 1, 1998.
2. PREPAYMENT. Maker may prepay to Noteholder at any time, without
premium or penalty, of any or all payments due pursuant to the terms of this
Note.
3. OFFSET. Noteholder acknowledges and agrees that the payments hereunder
shall not be subject to offset.
4. EVENT OF DEFAULT. An "Event of Default" is defined for purposes of
this Note as the following:
(a) The failure of Maker to pay any of the aforesaid payments within
fifteen (15) days as the same shall become due and payable or the failure of any
check or draft to be accepted for payment by the institution on which it is
drawn.
(b) The liquidation, dissolution or cessation of business activities
in the State of Maryland of Maker; or
(c) The transfer of all or substantially all of Maker's assets other
than in the ordinary course of business.
5. REMEDIES. In the Event of Default on any of the foregoing obligations,
Noteholder agrees to provide written notice to Maker of any default and allow
Maker fifteen (15) days to cure said default, and absent cure of said default,
Maker agrees as follows:
(a) The entire unpaid principal sum of this Note shall, at the option
of the Noteholder, be accelerated and shall at once
be due and payable. Noteholder may exercise its option to accelerate during any
default of the Maker, regardless of any prior forbearance.
(b) Maker agrees to transfer to Noteholder all assets then owned by
MRG which it acquired from Pittock Distributing, Inc. in full satisfaction of
the principal, the interest and all amounts due hereunder.
(c) If Noteholder shall be required to enforce the terms of this Note
in any court proceedings, Maker shall pay to Noteholder, in addition to the full
amount due under the Note, the reasonable costs and expenses of collection,
including reasonable attorneys' fees incurred by Noteholder in successfully
enforcing the Note.
(d) Maker expressly waives summons or other process, consents to the
immediate execution of said judgment, and expressly waives all error and all
rights of appeal and stay of execution, and benefit of all exemption laws and
presentment, demand, protest and notice of maturity, non-payment and/or protest,
and also waive the benefit of any other requirements necessary to hold Maker
liable as Maker.
6. WAIVER. Maker expressly waives the benefit of all exemption laws and
presentment, demand, protest, notice of protest, notice of maturity, notice of
dishonor and nonpayment of this Note. Maker also waives the benefit of any other
requirements necessary to hold any Maker liable for payment, as set forth
herein. Noteholder may, without notice and without releasing the liability of
any Maker (a) grant extensions or renewals hereof from time to time and for any
term or terms, (b) release, surrender, waive, add, substitute, settle, exchange,
compromise, modify, extend or grant indulgences with respect to this Note or the
Agreement, any part of any collateral or security for this Note, and/or any
Maker.
7. NOTEHOLDER'S RIGHTS. The rights and remedies of Noteholder hereunder
and under the Agreement shall be cumulative and may be pursued singularly,
successively or concurrently at the sole discretion of Noteholder and may be
exercised as often as occasion therefor shall occur. The failure and delay of
Noteholder to exercise any such right or remedy on any one or more occurrence
shall in no event be construed a waiver or release of the same or any other
right or remedy.
8. NOTICE. Any notice to Maker or Noteholder provided for in the Note
shall be deemed given when sent by certified mail,
-2-
return receipt requested, postage prepaid, or via facsimile, addressed to the
Maker or Noteholder at such address as the parties may designate by notice to
the other.
9. PAYMENT RECEIPT. A payment made by Maker shall be deemed to have been
properly given when received by Noteholder at C/o Richard H. Tanenbaum, Esquire,
4550 Montgomery Avenue, Suite 775 North, Bethesda, MD 20814, [facsimlie number
(301) 951-0427] or at such other place as Noteholder may designate in writing.
10. ASSIGNMENT. Neither Maker nor his successors or assigns may assign any
payment obligations to any person or entity without Noteholder's prior consent.
11. BENEFIT. This Note shall inure to the benefit of the Noteholder, and
its legal representatives, successors and assigns, and shall bind the Maker and
his legal representatives, successors and assigns, provided that this provision
shall in no way indicate Noteholder's consent to any assignment by Maker as
provided in Paragraph 10 above.
12. SEVERABILITY. If any or more of the words or terms of this Note shall
be held to be indefinite, invalid, illegal or otherwise enforceable, in whole or
in part, for any reason, by any court of competent jurisdiction, the remainder
of this Note shall continue in full force and effect and shall be construed as
if such indefinite, invalid, illegal or unenforceable words or terms had not
been contained herein.
13. CONSTRUCTION. In the construction of this Note, words used in the
singular shall include the plural, and the plural the singular, and words used
in the masculine gender shall include the feminine and the neuter, and vice
versa, in all cases where such meaning would be appropriate.
14. GOVERNING LAW. The terms of this Note shall be governed by and
construed and enforced in accordance with the laws of the State of Maryland.
IN WITNESS WHEREOF, this Promissory Note has been executed on the date
hereinabove written.
WITNESS: MAKER:
MILITARY RESALE GROUP, INC.
BY:
- ------------------- ------------------------------------
-3-