EXHIBIT 10.32
August 26, 1999
PROMISSORY NOTE
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For value received, Aaron D. Spencer promises to pay the principal sum
of Three Hundred Eighty-Five Thousand and Fifty ($385,050.00) Dollars to the
order of Uno Restaurants, Inc., which is hereinafter referred to as "Payee."
ARTICLE 1. MAKER AND PAYEE
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SECTION 1.1. MAKER.
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Aaron D. Spencer's present residence is 69 Farlow Road, Newton,
Massachusetts 02159. Mr. Spencer is hereinafter referred to as "Maker."
SECTION 1.2. PAYEE.
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Uno Restaurants, Inc. is a Massachusetts corporation. It has an office
at 100 Charles Park Road in West Roxbury, MA 02132. Uno Restaurants, Inc. or
any party to whom it negotiates this Note is hereinafter referred to as the
"Holder."
ARTICLE 2. THE INDEBTEDNESS
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SECTION 2.1. PAYMENT OF THE INDEBTEDNESS.
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(a) Maker promises to pay the "Debt," as defined in this Section, to
the order of Payee. The Debt is the sum of the principal indebtedness
outstanding under this Note and the applicable interest and other charges to
be paid by Maker pursuant to this instrument. Maker shall pay all expenses
incurred by the Holder in connection with enforcement of this Note, including
all costs of collection, attorney's fees and expenses in addition to the
Debt.
(b) The principal indebtedness is (in U.S. currency) Three Hundred
Eighty Five Thousand and Fifty ($385,050.00) Dollars.
(b) Prior to any default hereunder, this Note shall bear interest on
the unpaid balance of the principal indebtedness at an annual rate equal to
6.68% per year (the "Loan Rate").
SECTION 2.2. MATURITY DATE.
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Maker shall repay the principal indebtedness and all accrued and unpaid
interest on the "Maturity Date." The "Maturity Date" shall be the earlier to
occur of (a) February 16, 2000, or (b) the date on which Maker's employment
with Payee or its affiliates shall terminate, or (c) at such time as the
current equity offering is completed.
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SECTION 2.3. DEFAULT INTEREST RATE.
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If Maker has not repaid the Debt by the Maturity Date, the Debt shall
thereafter bear interest at the annual rate of 4% over the Loan Rate ("the
Default Interest Rate"), as the same may fluctuate from time to time, until
the Debt and the collection expenses of the Holder shall have been paid in
full. The Default Interest Rate may not exceed the maximum legal rate, and it
may be reduced from the rate stated herein only to the extent necessary to
allow for the maximum lawful rate if it is excessive.
ARTICLE 3. GENERAL PROVISIONS
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SECTION 3.1. GOVERNING LAW.
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This instrument shall be governed and construed in accordance with the
laws of the State of Massachusetts. Maker consents to the jurisdiction of the
Massachusetts courts.
SECTION 3.2. EXPENSES OF COLLECTION.
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If payment is not made when due and Holder brings legal proceedings to
collect the payment, Maker shall be required to reimburse Holder for the
reasonable fees and disbursements of the collection, including those of
attorneys engaged with respect to the collection, in addition to interest at
the Default Interest Rate following the Maturity Date.
SECTION 3.3. WAIVERS.
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Presentment for payment, notice of dishonor, protest and notice of
protest, and all defenses are hereby waived. Maker and Holder waive their
rights to jury trial with respect to this Note. Any delay on the part of the
Holder hereof in exercising any right hereunder or under any mortgage or
security agreement which may secure this Note shall not operate as a waiver.
The rights and remedies of the holder hereof shall be cumulative and not in
the alternative, and shall include all rights and remedies granted therein,
in any document referred to herein, and under all applicable laws. The
provisions of this Note shall inure to the benefit of Holder, its successors
and assigns.
SECTION 3.4. LIEN AND SETOFF.
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Following a default hereunder, Maker hereby grants Holder a lien and
right of setoff for all liabilities arising hereunder upon and against all
deposits, credits and property now or hereafter in the possession or control
of Holder or in transit to it, and Maker hereby agrees further to grant a
lien and security interest to Holder to any and all real or personal property
in Maker's possession. Upon default, Maker shall also cooperate in the
execution and filing of any necessary instruments to perfect Holder's
security interests in any real or personal property of Maker. Holder may, at
any time after default, without notice and without first resorting to any
collateral which may now or hereafter secure this Note, apply all or any part
of deposits, credit and property in its possession to any of Maker's
liabilities and obligations hereunder.
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Date and agreed to, in duplicate original copies, as of this 26th day of
August, 1999.
Witness: MAKER:
/s/ Ruth D. Service /s/ Aaron D. Spencer
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Print Name: Ruth D. Service Aaron D. Spencer
Witness: UNO RESTAURANTS, INC.
/s/ Jeffrey A. Barron By: /s/ Robert M. Vincent
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Print Name: Jeffrey A. Barron Robert M. Vincent, Sr. Vice President
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