Exhibit 10.29
PROMISSORY NOTE
November 14, 1994
$50,000 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
Fifty Thousand Dollars ($50,000) 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 Nine Thousand Six Hundred Three and 62/100 Dollars
($9,603.62) 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 250 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.
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 courts 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
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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.
Signed as of the date first written above.
/s/ Craig B. Klamer
_________________________
Craig B. Klamer
3544 Vinewood Avenue, S.E.
Grand Rapids, Michigan 49546
STATE OF MICHIGAN )
) ss.
COUNTY OF KENT )
Subscribed and sworn to before me this 12th day of November, 1994.
/s/ Sindra K. Coonan
__________________________
Sindra K. Coonan, Notary Public
Kent County, Michigan
My commission expires: 6-5-96
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