Exhibit 10.2
PROMISSORY NOTE
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$100,000.00
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January 5, 2005
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Memphis, Tennessee
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FOR VALUE RECEIVED, the undersigned,
CHARLES G. WESTLUND, JR., (hereinafter Maker) hereby promises to
pay to the order of TENNESSEE RESTAURANT CONCEPTS, INC., a
Tennessee corporation, (hereinafter “Lender”), or the
subsequent holder hereof, the principal sum of ONE HUNDRED THOUSAND
AND 00/100 ($100,000.00) DOLLARS, with interest from date until
paid at the rate per annum hereinafter stipulated, principal and
interest to be due and payable as follows:
a. The principal of this Note shall
bear interest from date hereof at the rate of seven (7.00%) percent
per annum, and shall be amortized on the basis of a thirty (30)
year term.
b. Said principal and interest shall
be payable in equal payments in the amount of $665.30 commencing on
the 5th day of February, 2005 and on the 5th day of each and every
month thereafter until the 5th day of January, 2010, at which time
the entire principal balance and all accrued but unpaid interest
shall be paid.
c. All installments of principal and
interest of this Note, if not paid within ten (10) days after the
due date, shall include a late payment charge equal to five (5%)
percent of the amount of the delinquent installment. It is agreed
the late payment charge is reasonable compensation as liquidated
damages to compensate the holder of this Note for the damages for
the loss of use of money, the frustration of the holder’s
meeting its financial obligations, and expenses associated with
such late payment, all of which are difficult to ascertain;
provided, however, that neither the right of the holder to receive
such late charge nor the claiming or receiving of such late charge
shall in any way delay or prevent the holder’s exercising its
rights or remedies for Maker’s default.
The Maker may prepay the principal
of this Note, in whole or in part, without the written consent of
Lender.
The indebtedness evidenced by this
Note is secured by Deed of Trust on property known as 3918
Winchester, Memphis, Tennessee 38118.
If all or any part of the property
secured by the Deed of Trust is sold or transferred without
Lender’s prior written consent, Lender may, at its option,
require immediate payment in full of all sums secured
thereby.
Upon failure to pay any installment
of principal and/or interest of this Note within ten (10) days
after the due date or upon default in any other provision of this
Note, the Deed of Trust or any other documents securing this Note,
or default in the payment or performance of any obligations due
under that certain Wraparound Promissory Note secured by Wraparound
Deed of Trust of even date herewith executed by Tennessee
Entertainment Concepts, Inc. in favor of VCG Real Estate Holdings,
Inc. evidencing and securing an indebtedness of $1,100,000.00,
which is not cured within the time, if any, provided in said
documents, or upon the occurrence of any event which entitles the
holder of this Note to declare the entire principal indebtedness
evidenced by
this Note and accrued interest thereon due and
payable, then all unpaid principal and accrued interest thereon
sha