PROMISSORY NOTE
U.S.$2,400,000.00 October 31, 1996
FOR VALUE RECEIVED, Affinity Entertainment, Inc., a Delaware corporation
("Maker"), hereby promises to pay to the order of Century Technologies, Inc.,
201 North Robertson Boulevard, Suite F, Beverly Hills, California 90211
("Payee"), the principal sum of Two Million Four Hundred Thousand and 00/100
Dollars ($2,400,000.00) in lawful money of the United States of America, on the
terms set forth herein as follows:
1. This Promissory Note shall bear interest at an annual rate of eight
percent (8%).
2. Principal and interest hereunder shall be due and payable by Maker
to Payee on October 31, 1997.
3. This Promissory Note may be prepaid (in whole or in part), without
penalty, at any time during the term hereof, at the option of Maker. All sums
received as a prepayment, after first being applied to any accrued interest due
to Payee hereunder shall be applied to reduce the principal becoming due
hereunder.
4. If the full principal and interest amount due under this Promissory
Note is not paid when due, the holder of this Promissory Note shall be entitled
to sell the collateral posted pursuant to that certain Escrow Agreement, dated
October 31, 1996, among Maker, Payee and Wilson, Elser, Moskowitz, Edelman &
Dicker, as Escrow Agent (or that portion thereof), to fully satisfy the Maker's
payment obligation under this Promissory Note as well as any costs associated
with the liquidation of such collateral and any unpaid accrued interest. As
specified in the Escrow Agreement, dated October 31, 1996, any remaining balance
of the collateral after full payment under this Promissory Note is paid shall be
returned to Maker. In the event the proceeds of the sale of such collateral are
insufficient to fully satisfy the Maker's payment obligation under this
Promissory Note, the Payee may declare immediately due and payable the entire
unpaid balance of principal and interest and payment thereof may be enforced and
recovered, at any time, by one or more of the remedies provided to Payee
pursuant to applicable law. Once the full principal and interest amount due the
holder of this Promissory Note is paid in full, including the payment of any
costs associated with the liquidation of such collateral, this Promissory Note
shall be deemed to be satisfied and thereafter null and void.
5. All payments due hereunder shall be due and payable at the address
of Payee as set forth above, or at such other place as Payee, from time to time,
may designate in writing.
6. Payment due hereunder may be enforced and recovered in whole or in
part at any time by one or more of the remedies provided to Payee in this
Promissory Note or otherwise.
In such case, Payee may also recover all reasonable costs of suit, including its
reasonable attorneys' fees. In addition, notwithstanding anything herein to the
contrary, if Maker defaults, the rate of interest hereunder shall automatically
accrue at fifteen percent (15%) (the "Default Rate"), which Default Rate shall
commence on the date of the default and continue until the earlier of the cure
of such default or payment in full hereunder.
7. The rights and remedies of Payee as provided herein or otherwise
shall be cumulative and concurrent, and may be pursued singly, successively or
together at the sole discretion of Payee, and may be exercised as often as
occasion therefor shall occur, and, to the maximum extent permitted by
applicable law, the failure to exercise any such right or remedy shall in no
event be construed as a waiver or release thereof.
8. Maker hereby waives, to the maximum extent permitted by applicable
law, presentment for payment, demand, notice of demand, notice of nonpayment or
dishonor, protest and notice of protest of this Promissory Note, and all other
notices in connection with the delivery, acceptance, performance, default or
enforcement of the payment of this Promissory Note, and Maker agrees that its
liability shall be unconditional, without regard to the liability of any other
party, and shall not be affected in any manner by any indulgence, extension of
time, renewal, waiver or modification granted or consented to by Payee. Maker
hereby consents to any and all extensions of time, renewals, waivers or
modifications that may be granted by Payee with respect to the payment or other
provisions of this Promissory Note, and to the release of the collateral
therefor or any part thereof, with or without substitution, and agree that
additional makers or endorsements may become parties hereto without notice to it
or affecting its liability hereunder.
9. Payee shall not be deemed, by any act of omission or commission, to
have waived any of its rights or remedies hereunder unless such waiver is in
writing and signed by Payee, and then only to the extent specifically set forth
in the writing. A waiver of one (1) event shall not be construed as continuing
or as a bar to or waiver of any right or remedy as to a subsequent event.
10. Any action or proceeding seeking to enforce any provision of, or
based on, any right arising out of, this Promissory Note shall be brought
against any of the parties hereto in the courts of the State of Florida, or in
the United States District Court for the Southern District of Florida, and the
Maker hereby irrevocably and unconditionally submits and consents to the
exclusive jurisdiction of such courts (and of the appropriate appellate courts)
in any such action or proceeding, waives any objection concerning jurisdiction
and venue with respect to any such action or proceeding in any such courts and
hereby appoints John Stoppleman, Esq. as its lawful agent for service of process
to receive and forward on its behalf service of all necessary processes in any
action, suit or proceeding arising under this Promissory Note. Such service of
process or notice received thereof by the agent will have the same force and
effect as if served upon Maker.
11. This Promissory Note shall be governed by and construed according
to the internal laws of the State of Florida (without regard to conflict of laws
principles), all rights and remedies being governed by such laws.
12. Whenever used, the singular number shall include the plural, the
plural the singular, the use of any gender shall be applicable to all genders,
and the words "Payee" and "Maker" shall be deemed to include the successors and
assigns of Payee and Maker.
13. All notices, consents, waivers, and other communications under this
Promissory Note must be in writing and will be deemed to have been duly given
(a) on the date delivered if delivered by hand (with written confirmation of
receipt), (b) on the date sent if sent by telecopier (with written confirmation
of receipt), provided that a copy is mailed by registered mail, return receipt
requested, or (c) two (2) days after deposit with a next-day courier service of
national reputation if sent by a nationally-recognized overnight delivery
service (receipt requested), in each case to the appropriate addresses and
telecopier numbers set forth below (or to such other addresses and telecopier
numbers as a party may designate by notice to the other parties):
Maker: If to Buyer, to:
William J. Bosso, President
Affinity Entertainment, Inc.
15436 North Florida Avenue, Suite 103
Tampa, Florida 33613
Telephone: (813) 264-1778
Facsimile: (813) 264-6626
With courtesy copies to:
John Stoppelman, Esq.
The Stoppelman Law Firm
1749 Old Meadow Road, Suite 610
McLean, Virginia 22102
Telephone: (703) 827-7450
Facsimile: (703) 827-7455
Payee: If to Seller, to:
Century Technologies, Inc.
201 North Robertson Boulevard
Suite F
Beverly Hills, California 90211
ATTN: Peter Newgard, President
Telephone: (310) 275-9063
Facsimile: (310) 275-9163
With courtesy copies to:
James M. Kaplan, Esq.
WILSON, ELSER, MOSKOWITZ,
EDELMAN & DICKER
100 Southeast Second Street
3800 International Place
Miami, Florida 33131
Telephone: (305) 374-4400
Facsimile: (305) 579-0261
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has
caused this Promissory Note to be duly executed and sealed, and to be dated the
day and year first above written.
AFFINITY ENTERTAINMENT, INC.
By: /s/ William J. Bosso
-----------------------------------
Name: Willaim J. Bosso
Title: President
Attest:
[Corporate Seal]
/s/ William J. Bosso
- - ----------------------
Secretary
STATE OF FLORIDA )
) SS:
COUNTY OF Hillsborough )
_________________ )
I HEREBY CERTIFY that on this day personally appeared before me, an officer
duly authorized to administer oaths and take acknowledgements, in the State and
County aforesaid, WILLIAM J. BOSSO, a PRESIDENT of Affinity Entertainment, Inc.
who is personally known to me or who has produced
________________________________ as identification and who did take an oath, and
who executed the foregoing Promissory Note.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed by official
seal at TAMPA, HILLSBOROUGH County, Florida on this 31ST day of October, 1996.
/s/ Carolyn Sue McCammon
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Notary Signature
/s/ Carolyn Sue McCammon
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Notary Name Typed
Notary Public, State of Florida
My Commission Expires: April 18, 1999