EXHIBIT 10.27
PROMISSORY NOTE
November 14, 1994
$80,000 Grand Rapids, Michigan
FOR VALUE RECEIVED, the undersigned ("Obligor") promises to pay
to the order of FAMILY BOOKSTORES COMPANY, INC. ("Payee"), the principal
amount of Eighty Thousand Dollars ($80,000) and interest on the unpaid
principal balance at a rate per annum equal to the lesser of (i) 8 percent
(8%) or (ii) the highest rate permitted by law, without compounding until
the principal balance is paid in full.
The principal of and interest on this Note shall be paid in
annual equal installments of Fifteen Thousand Three Hundred Sixty-five and
79/100 Dollars ($15,365.79) commencing on the first anniversary of this
Note, and continuing each anniversary thereafter until the anniversary date
in November, 2001, at which time the remaining balance of principal and
interest shall be paid in full. Interest shall accrue from the date of
this Note.
PREPAYMENTS. Obligor may prepay all or part of the principal of
this Note at any time without penalty. Any partial prepayment will first
be applied to the installment or installments of principal next falling due
under this Note. Any proceeds which Obligor is entitled to receive upon
the sale of any common stock pledged as security for this Note (net of any
amounts due any other secured party with a senior interest in the pledged
common stock) shall be applied as a prepayment to discharge Payee's
remaining obligations under this Note, and such amount shall be immediately
due and payable under this Note.
SECURITY. This Note and all obligations of Obligor hereunder are
secured by Obligor's 400 shares of common stock of Payee, as more fully
described in a Pledge Agreement entered into between Obligor and Payee of
even date herewith (the "Pledge Agreement"), and any and all security
agreements, guaranties, mortgages, pledge agreements, assignments, and all
other agreements and instruments, if any, given by Obligor to Payee after
the date of this Note (collectively, the "Security Documents"). Payee
shall have all of the rights and powers set forth in the Security Documents
and in any other written agreements given to Payee by Obligor.
DEFAULT AND ACCELERATION. Upon the occurrence of any event of
default under the Security Documents, all or any part of the indebtedness
evidenced hereby and all or any part of all other indebtedness and
obligations then owing by Obligor to the holder shall, at the option of the
holder, become immediately due and payable without notice or demand. If a
voluntary or involuntary case in bankruptcy, receivership, or insolvency
shall at any time be instituted by or against Obligor or if any levy, writ
of attachment, garnishment, execution, or similar process shall be issued
against or placed upon any property of Obligor then all such indebtedness
shall automatically become immediately due and payable. All or any part of
the indebtedness evidenced hereby also may become, or may be declared to
be, immediately due and payable under the terms and conditions contained in
any Security Document or other agreement hereafter entered into between
Obligor and the holder of this Note, including upon the Obligor's voluntary
termination of employment with the Payee or the Payee's termination for
cause (as defined in the Security Documents) of Obligor's employment with
the Payee.
PLACE AND APPLICATION OF PAYMENTS. Each payment upon this Note
shall be made at Payee's address set forth above or such other place as
Payee may direct in writing. Any payment upon this Note shall be applied
first to any accrued and unpaid interest hereunder, and then to the unpaid
principal balance.
SETOFF. To the maximum extent permitted by law, the holder of
this Note shall have the right at any time to set off any indebtedness that
the holder then owes to Obligor against any indebtedness evidenced by this
Note that is then due and payable.
REMEDIES. The holder of this Note shall have all rights and
remedies provided by law and by agreement of Obligor. Obligor agrees to
pay any and all expenses, including reasonable attorney fees and legal
expenses, paid or incurred by the holder in protecting and enforcing the
rights of and obligations to the holder under any provision of this Note or
any Security Document.
WAIVERS. No delay by Payee in the exercise of any right or
remedy shall operate as a waiver thereof. No single or partial exercise by
the holder of any right or remedy shall preclude any other or future
exercise thereof or the exercise of any other right or remedy. No waiver
by the holder of any default or of any provision hereof shall be effective
unless in writing and signed by the holder. No waiver of any right or
remedy on one occasion shall be a waiver of that right or remedy on any
future occasion.
Obligor waives demand for payment, presentment, notice of
dishonor, and protest of this Note and consents to any extension or
postponement of time of its payment, to any substitution, exchange, or
release of all or any part of any security given to secure this Note, to
the addition of any party hereto, and to the release, discharge, waiver,
modification, or suspension of any rights and remedies against any person
who may be liable for the indebtedness evidenced by this Note.
WAIVER OF JURY TRIAL. OBLIGOR AND PAYEE KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS NOTE OR ANY SECURITY DOCUMENTS, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR
ACTIONS OF EITHER OBLIGOR OR PAYEE.
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APPLICABLE LAW AND JURISDICTION. This Note shall be governed by
and interpreted according to the laws of the State of Michigan, without
giving effect to principles of conflict of laws. Obligor irrevocably
agrees and consents that any action against Obligor for collection or
enforcement of this Note may be brought in any state or federal court that
has subject matter jurisdiction and is located in, or whose district
includes, Kent County, Michigan, and that any such court shall have
personal jurisdiction over Obligor for purposes of such action.
OBLIGOR HEREBY AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST
OBLIGOR BROUGHT BY BANK OF SCOTLAND (INDIVIDUALLY OR AS AGENT AS SET FORTH
ABOVE) WITH RESPECT TO THIS NOTE OR ANY SECURITY DOCUMENT MAY BE BROUGHT IN
ANY COURT IN THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR
THE SOUTHERN DISTRICT OF NEW YORK, as Bank of Scotland may elect, and by
execution and delivery of this Note Obligor generally and unconditionally
accepts for himself and in respect to his property, generally and
unconditionally, the jurisdiction of the aforesaid courts. Obligor waives
any right to stay or to dismiss any action or proceeding brought before any
of said courts on the basis of FORUM NON CONVENIENS. Obligor agrees that
process against Obligor in any such action or proceeding may be served
against Obligor by registered or certified mail sent to Obligor at its
address set forth below (or such other address as Bank of Scotland is
notified of), such service being hereby acknowledged by Obligor as being
effective and binding service in every respect. Nothing herein shall
affect the right of Payee or Bank of Scotland to serve process in any other
manner permitted by applicable law or shall limit the right of Payee or
Bank of Scotland to bring actions and proceedings against Obligor in the
courts of any other jurisdiction.
KNOWING AND VOLUNTARY UNDERTAKING. OBLIGOR ACKNOWLEDGES THAT HE
HAS CAREFULLY READ THIS ENTIRE NOTE AND THE SECURITY DOCUMENTS AND IS FULLY
AWARE OF AND UNDERSTANDS THEIR CONTENTS. OBLIGOR, BY HIS SIGNATURE,
ACKNOWLEDGES THAT HE MAKES THIS NOTE AND ENTERS INTO THE SECURITY DOCUMENTS
KNOWINGLY AND VOLUNTARILY, AFTER AMPLE TIME FOR REFLECTION AND
CONSIDERATION AND THE OPPORTUNITY TO CONSULT WITH HIS OWN ATTORNEY AND
AFTER EITHER HAVING DONE SO OR VOLUNTARILY DECLINING TO DO SO.
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Signed as of the date first written above.
/S/ RICHARD M. BUTLER
--------------------------------
Richard M. Butler
1724 Whitewood, S.W.
Wyoming, Michigan 49509
STATE OF MICHIGAN )
) ss.
COUNTY OF KENT )
Subscribed and sworn to before me this 12th day of November,
1994.
/S/ SANDRA K. COONAN
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Sandra K. Coonan, Notary Public
Kent County, Michigan.
My commission expires: 6-5-96
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