Exhibit 1
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DEMAND NOTE
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$185,000 November 1, 1999
FOR VALUE RECEIVED, the undersigned ("Maker") hereby
promises to pay to the order of Robert Marlin Maddoux
("Payee"), the principal amount of ONE HUNDRED EIGHTY FIVE
THOUSAND AND NO/100 DOLLARS ($185,000) in lawful money of
the United States of America upon the following terms:
I. INTEREST. The unpaid principal amount of this note
(this "Note") from time to time outstanding shall bear
interest from the date of this Note at the rate of nine
percent (9%) per annum calculated on the basis of a 365-day
or 366-day calendar year, as the case may be.
Notwithstanding the foregoing, upon default as set forth in
Section 6 of this Note, the unpaid balance of principal and
accrued interest then declared due and payable shall bear
interest at the maximum rate permitted by law.
II. PAYMENT. This Note shall be due and payable as
follows:
A. The principal amount of this Note shall be due and
payable in full upon the written demand from Payee.
B. Interest on the outstanding principal balance of this
Note shall be due and payable as it accrues
contemporaneously with and in addition to the principal
installment paid on this Note, in accordance with the
provisions of Section 2(a) above.
C. Payments shall be first applied to accrued and unpaid
interest due at the time of such payment and then to
principal.
III. PREPAYMENTS. Any installment of principal or interest
payable under the terms of this Note may be prepaid in whole
or in part at any time and from time to time before its
maturity date, without any penalty or premium; provided,
however, that prepayments shall be first applied to accrued
and unpaid interest due at the time of such prepayment and
then to principal installments in the inverse order of their
maturity.
IV. UNCONDITIONAL LIABILITY. The liability of any maker or
endorser under this Note shall be unconditional and shall
not be in any manner affected by any indulgence whatsoever
granted or consented to by the holder of this Note,
including but without being limited to any extension of
time, renewal or release of security.
V. NO WAIVER BY PAYEE. No delay on the part of Payee in
the exercise of any power or right under this Note or under
any other instrument executed pursuant to this Note shall
operate as a
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waiver thereof, nor shall a single or partial exercise
of any power or right preclude other or further exercise
thereof or the exercise of any power or right.
VI. DEFAULT. If Maker fails or refuses to pay any part of
the principal or interest on this Note or any other
indebtedness of Maker to Payee when the same becomes due,
then, the unpaid balance of this Note shall thereafter bear
interest at the maximum rate permitted by law as provided in
Section 2 of this Note. The holder may proceed to enforce
payment of this Note and to exercise any and all rights and
remedies available to him, her or it under this Note and
applicable laws of the United States or the State of Texas.
VII. USURY. All agreements between the Maker and Payee
hereof, whether now existing or hereafter arising and
whether written or oral, are hereby expressly limited so
that in no contingency or event whatsoever, whether by
reason of acceleration of the maturity hereof, or otherwise,
shall the amount paid, or agreed to be paid to the Payee
hereof for the use, forbearance or detention of the funds
advanced pursuant to this Note, or otherwise, or for payment
or performance of any covenant or obligation contained
herein or in any other document or instrument evidencing,
securing or pertaining to this Note exceed the maximum
amount permissible under applicable law. If from any
circumstances whatsoever fulfillment of any provisions
hereof or any other document or instrument described herein,
at the time performance of such provision shall be due,
shall involve transcending the limit of validity prescribed
by law, then ipso facto, the obligation to be fulfilled
shall be reduced to the limit of such validity, and if from
any such circumstances the Payee hereof shall ever receive
anything of value deemed interest by applicable law, which
would exceed interest at the highest lawful rate, such
amount which would be excessive interest will be applied to
the reduction of the unpaid principal balance of this Note
or on account of any other principal indebtedness of the
Maker to the Payee hereof, and not to the payment of
interest, or if such excessive interest exceeds the unpaid
principal balance of this Note and such other indebtedness,
such excess shall be refunded to the Maker All sums paid,
or agreed to be paid, by the Maker for the use, forbearance
or detention of the indebtedness of the Maker to the Payee
of this Note shall to the extent permitted by applicable
law, be amortized, prorated, allocated and spread through
out the full term of such indebtedness until payment in full
so that the actual rate of interest on account of such
indebtedness is uniform throughout the term hereof. The
terms and provision of this paragraph shall control and
supersede every other provision of all agreements between
the Maker and Payee hereof.
VIII. COLLECTION EXPENSES. In the event this Note is
placed in the hands of an attorney for collection after this
Note shall for any reason become due, whether or not suit is
brought, or if this Note is collected by any legal
proceedings, or under any foreclosure proceedings, the
undersigned Maker shall pay all costs of collection of any
amounts due under this Note, including, without limitation,
reasonable attorneys' fees and expenses of the holder of
this Note.
IX. SEVERABILITY. In case any one or more of the
provisions contained in this Note shall for any reason be
held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not
affect any other provisions of this Note, and in lieu of
such unenforceable provision there will be added
automatically as part of this Note a provision as similar in
terms as may be valid, legal and enforceable.
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X. HEADINGS. The descriptive headings for the several
sections of this Note are inserted for convenience only and
do not constitute a part of this Note.
XI. GOVERNING LAW. This Note shall be governed by and
construed and enforced in accordance with the substantive
laws of the State of Texas without regard to conflict of law
provisions and, to the extent applicable, federal law.
XII. BINDING EFFECT. This Note and all of the provisions,
conditions, promises and covenants of this Note shall be
binding in accordance with the terms of this Note upon Maker
and his successors and assigns.
XIII. NO ASSIGNMENT. The holder of this Note shall not
have right to assign, sell, transfer ownership, discount,
pledge as security or otherwise use the value of this Note
without written consent of the Maker.
EXECUTED as of the date first above written.
MAKER:
U.S.A. RADIO NETWORK TRUST
/s/ ROBERT MARLIN MADDOUX
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Robert Marlin Maddoux, Trustee
