HomeMy WebLinkAbout2013-180 Rev Promissory Note - Brammo
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Revised Promissory Note
[Replaces Note executed October 9, 2008]
DATED: This )3 ra day of July, 2013
BY: Brammo Inc. (Maker)
PAYABLE TO: City of Ashland, Oregon, a municipal corporation of the
State of Oregon (Payee)
1. Maker promises to pay to Payee the maximum sum of THREE HUNDRED NINETY
THOUSAND DOLLARS ($390,000), TOGETHER WITH INTEREST THEREON AT THE
RATE OF 5.00% per annum from the date of execution hereof until paid; payable in equal
yearly installments of $50,506.78. The first installment shall be paid on the I" day of
September, 2013, and a like installment shall be paid on the same day of each successive year
thereafter, until the entire sum, including principal and accrued interest, has been paid.
2. In addition, to satisfy the job creation commitments specified in Section 5.1, of the Financial
Assistance Award Contract, Project Number 1306003, Maker agrees to pay Payee the
maximum sum of TWENTY EIGHT THOUSAND ONE HUNDRED dollars ($28,100),
TOGETHER WITH INTEREST THERON AT THE RATE OF 5.00% per annum from the
date of execution hereof until paid; payable in equal yearly installments of $3,639.08.
Payment terms as to timing of installments shall be consistent with the terms identified in
section 1 of this document
3. Maker may prepay a portion or all of the balance at any time. However, excess payments or
prepayments shall not be credited as regular future payments, nor excuse Maker from making
the regular monthly payment provided above if an outstanding balance remains.
4. All payments shall be applied first to accrued interest to date of payment and then to
principal.
5. This obligation is secured by a Trust Deed and Security Agreement dated February 2008 and
any amendment thereto, and is subject to all of the terms and conditions of said Trust Deed
and Security Agreement. The undersigned shall be in default hereunder upon the occurrence
of any of the following events:
a) Failure to pay when due the principal or interest due on this Promissory Note or of
any of the said installments;
b) The occurrence of any event of default under the terms and provisions of the Trust
Deed or Security Agreement
6. In the event of the occurrence of any of the foregoing events of default, the entire outstanding
sum of principal and interest shall become immediately due and collectible at the option of
the holder of this Note, without presentment, demand, protest or further notice of any kind,
all of which are hereby expressly waived.
Revised Promissory Note
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7. In the event any payment is not made as required by this Note, Maker shall pay all of Payee's
reasonable collection costs, including attorney's fees, even if no civil action is commenced.
If suit or action is brought to collect this note, the Payee shall be entitled to collect all
reasonable costs and expenses of such suit or action, including, but not limited to, reasonable
attorney's fees at trial or in any alternative dispute resolution procedure and on appeal.
8. Presentment, demand for payment, notice of nonpayment, and protest are hereby waived by
all makers, sureties, guarantors and endorsers hereof. This Note shall be the joint and several
obligation of all makers, sureties, guarantors and endorsers and shall be binding upon them
and their successors and assigns.
9. Failure of the holder of this Note to exercise any option to declare a default or accelerate the
balance due hereon shall not constitute a waiver of the right to exercise the same in the event
of any subsequent default. Modification of the terms of payment of this note made at the
request of any person liable thereunder shall not impair such person's liability or the liability
of any other person now or hereafter liable for the payment thereof.
10. Subject and subordinate in all respects to Existing Liens and to secure the payment and
performance of this Note in full, the Maker hereby grants and pledges to the Payee, a
continuing security interest in all of its present and future right, title and interest in the
Collateral, whether now owned or hereafter acquired or arising, and all proceeds and
products thereof. The Payees' lien and security interest in the Collateral shall continue until
the Maker fully satisfies its obligations under this Note.
11. For purposes of this Note, "Collateral" shall mean all personal and fixture property of every
kind and nature including without limitation all goods (including, without limitation,
inventory, equipment and any accessions thereto), whether now owned or hereafter acquired
or arising, and all proceeds and products thereof. "Existing Liens" shall mean, any liens
existing on the date of this Note and liens securing the Maker's obligations to Flextronix
Automotive Sales and Marketing, Ltd., and its affiliates, and liens incurred in connection
with the extension, renewal or refinancing of the indebtedness secured by liens of the type
described in this sentence.
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Revised Promissory Note
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