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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 |
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 un
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