Attached files
| file | filename |
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| 8-K - FLORIDA GAMING CORP | v169296_8k.htm |
| EX-10.17 - FLORIDA GAMING CORP | v169296_ex10-17.htm |
| EX-10.16 - FLORIDA GAMING CORP | v169296_ex10-16.htm |
| EX-10.18 - FLORIDA GAMING CORP | v169296_ex10-18.htm |
| EX-10.15 - FLORIDA GAMING CORP | v169296_ex10-15.htm |
THIS
IS A BALLOON NOTE AND THE FINAL PRINCIPAL PAYMENT OR THE PRINCIPAL BALANCE DUE
UPON MATURITY IS $500,000.00, TOGETHER WITH ACCRUED INTEREST, IF ANY, AND ALL
ADVANCEMENTS MADE BY THE MAKER UNDER THE TERMS OF THIS NOTE.
NOTE
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$500,000
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Miami-Dade
County, Florida
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December
11, 2009
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FOR VALUE
RECEIVED, FLORIDA GAMING
CENTERS, INC., a Florida corporation, d/b/a MIAMI JAI-ALAI, d/b/a
W.J.A. REALTY and FLORIDA GAMING CORPORATION, INC. a Delaware corporation and
CITY NATIONAL BANK OF FLORIDA, a Florida corporation; f/k/a CITY
NATIONAL BANK OF MIAMI, a Florida banking corporation as Trustee under its Land
Trust #5003471, dated
January 1, 1979, whose address is 3500 NW 37th Avenue,
Miami, FL 33142,
(“collectively referred to as Maker”) jointly and severally promises to
pay to the order of NURMI
PROPERTIES, LLC, a Delaware limited liability company, whose address is
P. O. Box 247, Tuscumbia, AL
35674 , Owner of 90% of this Note and ROBINETTE INVESTMENTS, LLC, a Florida
limited liability company, whose address is 4500 PGA Blvd., Ste. 304-B, Palm
Beach Gardens, FL 33418, Owner of 10% of this Note ("collectively
referred to as Payee"), the principal sum of FIVE HUNDRED THOUSAND DOLLARS and
00/100 Dollars (U.S. $500,000) in lawful money of the United
States of America, or so much of that sum as may be advanced under this Note,
together with interest from the date or dates of disbursement or several partial
disbursements, as the case may be, on the outstanding balance thereof, at the
rate and on the terms set forth herein, as follows:
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1.
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(a)
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Maker
shall pay monthly payments of interest only, without
setoff or deduction, on the Eleventh (11th) day
of each month from the date hereof, commencing January 11, 2010, and
continuing on the 1st day of each month thereafter until December 11, 2010 (the
“Maturity Date”) at which time the entire unpaid principal balance of the
Note together with all accrued interest shall be due and
payable.
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(b) The
entire principal balance of this note and all interest accrued thereon and all
other sums payable thereunder shall be due and payable in full on December 11,
2010.
(c) The
Note shall bear interest at a rate of thirteen percent (13%) per
annum.
2. The
principal and interest shall be payable to Landmark Title of Florida, Inc., 4500
PGA Blvd., Ste. 304-B, Palm Beach Gardens, FL 33418, or at such other
place as Payee or holder, from time to time, may designate in
writing.
3. Maker
shall have the right of prepaying the Note in full or in part upon paying to
Payee a pre-payment penalty as follows:
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(a)
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If
the prepayment is made before February 11, 2010 the prepayment penalty
shall be equal to three percent (3%) of the amount
prepaid.
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(b)
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If
the prepayment is made on or after February 11, 2010 but before April 11,
2010, the prepayment penalty shall be equal to two percent (2%) of the
amount prepaid.
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(c)
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If
the prepayment is made on or after April 11, 2010 but before May 11, 2010
the prepayment penalty shall be equal to one percent (1%) of the amount
prepaid.
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(d)
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If
the prepayment is made on or after May 11, 2010 this Note may be paid in
full or in part without
penalty.
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4. Payment
of this Note is secured by a Mortgage and Security Agreement (the "Mortgage")
from Maker to Payee dated the same date as this Note, intended to be recorded
promptly, secured upon certain premises situated in the County of
MIAMI-DADE, State of
Florida, together with the buildings and other improvements constructed and to
be constructed on such premises, more particularly described in the Mortgage
(referred to as the "Mortgaged Property").
5. All
of the agreements, conditions, covenants, provisions and stipulations contained
in the Mortgage and other loan documents of even date herewith (the Note,
Mortgage, Assignment of Rents, Security Agreement, UCC-1, Collateral Assignment
of Agreements Affecting Real Estate and other loan documents being collectively
referred to as “Loan Documents”) and between the parties hereto, which are to be
kept and performed by Maker, are hereby made a part of this Note to the same
extent and with the same force and effect as if they were fully set forth
herein, and Maker covenants and agrees to keep and perform them, or cause them
to be kept and performed, strictly in accordance with their terms.
6. If
any installment of interest or principal and interest or any other payment is
not paid within ten (10)
days after the date due under the terms of this Note, or of the Mortgage,
or of any of the other Loan Documents, then there shall also be immediately due
and payable a late charge at the rate of five percent (5%) of the
delinquent payment.
7. It
is further understood, however, that should any default be made in the payment
of any installment of principal and interest or any other payment due under this
Note on the date such payment is due, and such payment is not made within
fifteen (15) days after the date such payment shall have been due, or in the
performance, beyond applicable grace period, of any of the agreements,
conditions, covenants, provisions or stipulations contained in this Note, or in
any of the Loan Documents, then Payee, at its option and without notice to Maker
which notice is expressly waived by Maker unless expressly required elsewhere in
this Note or in the Loan Documents, may declare due and payable immediately the
entire unpaid balance of principal with interest accrued on it at the applicable
rate specified above to the date of default and after that date at
a "Default Rate" which shall be the lesser of
twenty-four percent (24%) per annum or the
highest rate permitted by applicable law, and all other
sums due by Maker under this Note or under the Mortgage, or under any
of the other Loan Documents, notwithstanding anything to the contrary in this
Note or in the Loan Documents, and payment 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 Note, in the Mortgage or in any of the other Loan Documents. In
such a case Payee may also recover all costs of collection including all costs
of suit and other expenses in connection with it, together with reasonable
attorneys' fees for collection (whether incurred before or at trial, on appeal
or in bankruptcy, together with interest on any judgment obtained by Payee at
the Default Rate, including interest at the Default Rate from and after the date
of any execution, judicial or foreclosure sale until actual payment is made to
Payee of the full amount due Payee.
8.
Payee's failure to exercise its option to
accelerate the indebtedness evidenced by this Note shall not
constitute a waiver of the right to exercise that option at any other time so
long as that event of default remains outstanding and uncured, or to exercise it
upon the occurrence of another default.
9.
The remedies of Payee as provided in this Note, or in
the Mortgage, shall be cumulative and concurrent; may be pursued singly,
successively, or together at the sole discretion of Payee, may be exercised as
often as occasion for their exercise shall occur; and in no event shall the
failure to exercise any such right or remedy be construed as a waiver or release
of it.
10.
Maker agrees that any real estate that may be
levied upon pursuant to a judgment obtained by virtue of this Note, or any writ
of execution issued on it, may be sold upon any such writ in whole or in part in
any order desired by Payee.
11.
Maker and all endorsers, sureties and Guarantors
jointly and severally waive presentment for payment, demand, notice of demand,
notice of nonpayment or dishonor, protest and notice of protest of this Note,
and all other notices in connection with the delivery, acceptance, performance,
default or enforcement of the payment of this Note, and they agree that the
liability of each of them 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, renewals, waivers, releases, or modifications that may be
granted by Payee with respect to the payment or other provisions of this Note,
and to the release of the collateral or any part of it, with or without
substitution, and agree that additional Makers, endorsers, Guarantors, or
sureties may become parties to it without notice to them or affecting their
liability under this Note.
12. If
any provision of this Note is held to be invalid or unenforceable by a court of
competent jurisdiction, the other provisions of this Note shall
remain in full force and effect and shall be construed liberally in favor of
Payee in order to effectuate the provisions of this Note. In no event
shall the rate of interest payable under this Note exceed the maximum rate of
interest permitted to be charged by the applicable law (including the choice of
law rules) and any interest paid in excess of the permitted rate shall be
refunded to Maker. That refund shall be made by application of the
excessive amount of interest paid against any sums outstanding and shall be
applied in such order as Payee may determine. If the excessive amount
of interest paid exceeds the sums outstanding, the portion exceeding the sums
outstanding shall be refunded in cash by Payee. Any crediting or
refund shall not cure or waive any default by Maker under this
Note. Maker agrees, however, that in determining whether or not any
interest payable under this Note exceeds the highest rate permitted by law, any
non-principal payment including, without limitation, prepayment fees and late
charges shall be deemed, to the extent permitted by law, to be an expense, fee,
premium or penalty rather than interest.
13. Payee
shall not be deemed, by any act of omission or commission, to have waived any of
its rights or remedies under this Note unless the waiver is in writing and
signed by Payee, and then only to the extent specifically set forth in the
writing. A waiver on one event shall not be construed as continuing
or as a bar to or waiver of any right or remedy to a subsequent
event. A release of one or more parties hereto or of any Guarantor
hereof shall not constitute a release of any other party or
Guarantor.
14. This
instrument shall be governed by and construed according to the laws of the State
of Florida.
15. Upon
default by Maker in the payment hereof, Payee shall have the right, immediately
and without further action or notice by it, to set off against the Note and the
indebtedness evidenced hereby, all money owed (if any) by the Payee or any
affiliate thereof to the Maker or any Guarantor, in any capacity, whether or not
due, and also to set off against all other liabilities of the Payee or any
affiliate to Maker or any Guarantor all money owed by Payee or any affiliate in
any capacity to Maker or any Guarantor.
16. Whenever
used, the singular number shall include the plural, the plural the singular, the
use of any gender shall be applicable to all gender, and the words "Payee" and
"Maker" shall be deemed to include the respective heirs, personal
representatives, successors and assigns of Payee and Maker. If Maker
consists of more than one person, corporation or other entity, the obligations
and liabilities of such persons, corporations or other entities under
this Note shall be joint and several, and the word "Maker" shall mean all or
some or any of them.
17. All
notices given to Maker or Payee shall be given in writing and shall be sent by
either hand delivery, special delivery service (e.g. Federal Express) or
certified mail, postage prepaid, return receipt requested, at the addresses
written above or such other address as may be designated by Maker or Payee from
time to time. Notice shall be conclusively presumed to have been
given three (3) business days after notice is sent by certified mail, the next
business day after notice is sent by special delivery service, or upon receipt
if sent by hand delivery.
18. All
payments under this Note shall be made in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public or private debts.
19. Time
is of the essence as to each provision of this Note or the Mortgage which
requires Maker to take any action within a specified time period.
20. The
Florida Documentary Stamp Tax due on this Note has been paid upon recording the
Mortgage.
21. MAKER
AND PAYEE HEREBY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING, COUNTERCLAIM OR SUBSEQUENT PROCEEDING, BROUGHT BY EITHER PAYEE OR
MAKER AGAINST THE OTHER PARTY ON ANY MATTERS WHATSOEVER ARISING OUT OF, OR IN
ANY WAY RELATED TO THIS NOTE OR THE OTHER LOAN DOCUMENTS EXECUTED AND DELIVERED
IN CONNECTION HEREWITH.
IN
WITNESS WHEREOF, Maker, intending to be legally bound, has duly executed and
delivered this Note.
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FLORIDA
GAMING CENTERS, INC.
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FLORIDA
GAMING CORPORATION,
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a
Florida corporation d/b/a MIAMI
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a
Delaware corporation
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JAI-ALAI
d/b/a W.J.A. REALTY
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By:
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By:
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W.
BENNETT COLLETT, SR., CEO
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W.
BENNETT COLLETT, SR. CEO
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CITY
NATIONAL BANK OF FLORIDA, a Florida
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banking
corporation as Trustee under its Land Trust
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#5003471,
dated January 1, 1979
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By:
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Name:
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Title:
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