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EXHIBIT (b)(1)
PROMISSORY NOTE
$40,000,000.00 May 1, 2000
City of Jacksonville
State of Florida
1. For value received, Jacksonville Restaurant Acquisition Corp.
("Borrower"), 2211 Brighton Bay Trail, Jacksonville, FL 32246, promises to pay
to the order of St. James Asset Investment, Inc. ("Lender"), 2950 North Loop
West, Suite 500, Houston, TX 77092, the principal sum of Forty Million
($40,000,000.00) Dollars or the aggregate unpaid principal amount of all
advances by Lender pursuant to a Line of Credit Agreement, executed on even
date, and to pay interest from the date of each advance until paid in full.
2. The term of this Note shall be fifteen (15) years.
3. No payments of principal or interest shall be due during the first
two years of the term; however, interest on advances shall accrue during said
two-year period.
4. "Interest Rate" means one percentage point below the prime rate of
increase charged by Wells Fargo Bank to its preferred customers, as of the day
prior to any day or date on which the rate of interest charged in this Note is
to be changed or otherwise computed.
5. Commencing May 1, 2002, the Interest Rate shall be adjusted
annually on May 1 for the installments due commencing the following June 1. The
Interest Rate used shall be determined as of close of business on April 30 of
said year, or if the last business day be earlier than April 30, then on said
last business day. Interest shall be calculated on the basis of a 360-day year,
counting the actual number of days elapsed.
6. Commencing May 1, 2002, the principal of the loan shall be repaid
in one hundred fifty-six (156) consecutive monthly installments payable on the
first day of each month. The amount of each principal installment shall be the
amount of principal outstanding as of the date of payment, multiplied by a
fraction, the numerator of which is one and the denominator of which is the
number of months remaining in the term, including the month in which the payment
is due. In addition to the
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aforesaid principal payment, each monthly payment shall include interest
computed on the average daily principal balance outstanding in the month prior
to the payment due date at the Interest Rate then in effect, taking into account
all advances received and payments made during said prior month.
7. Borrower, without penalty or premium, may prepay the principal of
the loan, in whole or in part, at any time and from time to time, in multiples
of Ten Thousand ($10,000.00) Dollars. All such partial prepayments shall be
applied against the installments of principal required herein in the inverse
order of maturity.
8. Payments shall be made in immediately available funds by check
mailed to Lender at Lender's address above, or at such other address as Lender
may designate in writing, or, at Lender's request, by wire transfer to Lender at
Borrower's expense.
9. This Note is secured by a security interest in collateral set
forth in the Credit Line Agreement, by a Stock Pledge Agreement executed by
Borrower, and by a Stock Pledge Agreement executed by each of Borrower's four
shareholders, each said Agreement executed on even date.
10. Borrower waives presentment, protest, demand, and notice of
dishonor. No renewal or extension of this Note, no release of collateral
securing payment of this Note, and no delay in the enforcement of this Note or
in exercising any right or power of the Lender shall affect the liability of
Borrower. The defense of the statute of limitations against any demands made by
the Lender is expressly waived by Borrower.
11. In the event an action is commenced to enforce payment of this
revolving credit Note, Borrower agrees to pay reasonable attorney fees and
costs.
12. Any action to enforce this Note shall be commenced in a Federal or
State court of competent jurisdiction in the State of Florida. In any such
action, Borrower waives the right to a jury trial
13. This Note shall be interpreted in accordance with the laws of the
State of Delaware.
Jacksonville Restaurant Acquisition Corp.
By: /s/ James W. Osborn
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James W. Osborn, Pres.
