|
PROMISSORY NOTE
$2,000,000.00
June 24, 2008 (the “
Effective Date
”)
FOR
VALUE RECEIVED, the undersigned, COMMAND CENTER, INC., a
Washington corporation (collectively referred to as the
“
Maker ”),
promises to pay to the order of Sonoran Pacific Resources, LLP, an
Arizona limited liability partnership, (the “
Holder ”),
the principal amount of Two Million and no/100 Dollars
($2,000,000.00) or such lesser amounts of principal that may be
outstanding from time to time. Maker promises to pay the principal
and interest evidenced hereby in accordance with the terms and
conditions herein contained and set forth.
i)
.
Repayment .
Maker shall repay this Note on the following terms: the entire
principal balance shall be due and payable in five installments of
$400,000 each commencing on February 1, 2009 and continuing on the
first of each month thereafter through June 1, 2009. Interest at
the rate of fifteen percent (15%) per annum shall be paid monthly
beginning on July 1, 2008 and on the first of each month thereafter
(in arrears) so long as the principal balance or any portion
thereof remains outstanding.
If
the Company receives proceeds from the sale of real properties
located in Kent, Washington and/or Yuma, Arizona, the Company
agrees to apply the net proceeds to a principal reduction when
received. Any such principal reduction shall reduce the
monthly installment payments in reverse order (the last
payment shall be reduced first).
2.
Place of Payment .
All payments will be made by Maker and mailed or delivered to
Holder
= s
principal address or at such other place or places as Holder may
designate in writing from time to time.
3)
Lawful Money .
All payments will be in lawful money of the United States of
America or in such other form which is acceptable to Holder.
Holder’s acceptance of payment in any form other than lawful
money of the United States of America for any partial payment
required or permitted under the provisions of this Note will not be
a waiver of the requirement that any future payments be made in
lawful money of the United States of America.
4.
Prepayment .
Maker will have the right to prepay the Note in full or in part, at
any time, subject to the terms of the Note without
penalty.
5.
Default .
If Maker fails to timely make any payment or other amount due under
this Note or otherwise takes any action or fails to take any action
that constitutes a default under this Note, Holder shall send a
Notice of Default to Maker, informing Maker of the nature of the
default. Upon delivery of the Notice of Default, Maker shall have
ten (10) days to cure the default and provide a Notice of Cure to
Holder, explaining that the default has been cured. In addition,
the following shall constitute a default under this note:
Maker’s
(i) assignment for the benefit of its creditors, or (ii)
application for, consent to or acquiescence in, the appointment of
a trustee, receiver or other custodian for Maker, the property of
the Maker or any part thereof, or in the absence of any
application, consent or acquiescence, the appointment of a trustee,
receiver or other custodian for Maker or substantial part of the
property of Maker, which appointment is not discharged within
forty-five (45) days; or the commencement of any case under Title
11 of the United States Code or any other bankruptcy,
reorganization, receivership, custodianship, or similar proceeding
under any state of federal law by or against Maker, with respect to
any such case or proceeding that is involuntary, such case or
proceeding is not dismissed within sixty (60) days of the filling
thereof.
6.
Remedies
. Upon
the occurrence of a default that is not cured within the ten-day
period described above, Holder may, in its sole discretion, without
further notice:
a.
Declare
the entire unpaid principal and all other sums owed hereunder
immediately due and payable;
b.
Assess
interest on the unpaid balance at the rate of two percent (2%)
per month; and
c. Exercise
any remedy s
|
