THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND IS TRANSFERABLE ONLY UPON THE CONDITIONS SPECIFIED HEREIN.
PROMISSORY NOTE
$20,000 June 28, 2002
FOR VALUE RECEIVED, the undersigned, Perma-Tune Electronics, Inc.
("Maker"), hereby promises to pay to the order of Linda Decker and Lonnie
Lenarduzzi ("Payee"), the principal sum of Twenty Thousand and no/100 Dollars
($20,000), in lawful money in United States of America, which shall be legal
tender, in payment of all debts and dues, public and private, at the time of
payment, bearing interest and payable as provided herein.
Interest on the unpaid balance of this Note shall accrue at a rate per
annum equal to 10%; provided, however, that such interest shall not exceed the
Maximum Rate as hereinafter defined. All past-due principal and interest shall
bear interest at the maximum rate permitted by applicable law. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.
The principal amount and accrued interest of this Note shall be due and
payable on June 28, 2004. The Note may be renewed for additional thirty-day
periods at the option of the holder.
This Note may be prepaid in whole or in part, at any time and from time to
time, without premium or penalty.
If any payment of principal or interest on this Note shall become due on a
Saturday, Sunday or any other day on which national banks are not open for
business, such payment shall be made on the next succeeding business day.
This Note shall be binding upon and inure to the benefit of the Payee named
herein and Payees respective successors and assigns. Each holder of this Note,
by accepting the same, agrees to and shall be bound by all of the provisions of
this Note. Payee may assign this Note or any of its rights, interests or
obligations to this Note without the prior written approval of Maker.
The indebtedness evidenced by this Note is unsecured and subordinate and
junior in right of payment to the prior payment in full of all senior
indebtedness (however defined in any debt instrument).
Notwithstanding anything to the contrary in this Note or any other
agreement entered into in connection herewith, whether now existing or hereafter
arising and whether written or oral, it is agreed that the aggregate of all
interest and any other charges constituting interest, or adjudicated as
constituting interest, and contracted for, chargeable or receivable under this
Note or otherwise in connection with this loan transaction, shall under no
circumstances exceed the Maximum Rate. In the event the maturity of this Note is
accelerated by reason of an Event of Default under this Note, other agreement
entered into in connection herewith or therewith, by voluntary prepayment by
Maker or otherwise, then earned interest may never include more than the Maximum
Rate, computed from the dates of each advance of the loan proceeds outstanding
until payment. If from any circumstance any holder of this Note shall ever
receive interest or any other charges constituting interest, or adjudicated as
constituting interest, the amount, if any, which would exceed the Maximum Rate
shall be applied to the reduction of the principal amount owing on this Note,
and not to the payment of interest; or if such excessive interest exceeds the
unpaid balance of principal hereof, the amount of such excessive interest that
exceeds the unpaid balance of principal hereof shall be refunded to Maker. In
determining whether or not the interest paid or payable exceeds the Maximum
Rate, to the extent permitted by applicable law (i) any nonprincipal payment
shall be characterized as an expense, fee or premium rather than as interest;
and (ii) all interest at any time contracted for, charged, received or preserved
in connection herewith shall be amortized, prorated, allocated and spread in
equal parts during the period of the full stated term of this Note. The term
"Maximum Rate" shall mean the maximum rate of interest allowed by applicable
federal or state law.
Except as provided herein, Maker and any sureties, guarantors and endorsers
of this Note jointly and severally waive demand, presentment, notice of
nonpayment or dishonor, notice of intent to accelerate, notice of acceleration,
diligence in collecting, grace, notice and protest, and consent to all
extensions without notice for any period or periods of time and partial
payments, before or after maturity, without prejudice to the holder. The holder
shall similarly have the right to deal in any way, at any time, with one or more
of the foregoing parties without notice to any other party, and to grant any
such party any extensions of time for payment of any of said indebtedness, or to
grant any other indulgences or forbearance whatsoever, without notice to any
other party and without in any way affecting the personal liability of any party
hereunder. If any efforts are made to collect or enforce this Note or any
installment due hereunder, the undersigned agrees to pay all collection costs
and fees, including reasonable attorney's fees.
This Note shall be construed and enforced under and in accordance with the
laws of the State of Texas.
IN WITNESS WHEREOF, Maker has duly executed this Note as of the day and
year first above written.
PERMA-TUNE ELECTRONICS,INC. NOTARY PUBLIC
By:/s/ Lonnie Lenarduzzi By: /s/ Christina Howrey
----------------------------------- --------------------------
Lonnie Lenarduzzi, President/CEO Christina Howrey, Notary