Preview
FILED: NASSAU COUNTY CLERK 09/28/2020 01:21 PM INDEX NO. 607452/2020
NYSCEF DOC. NO. 17 RECEIVED NYSCEF: 09/28/2020
Exhibit 1
FILED: NASSAU COUNTY CLERK 09/28/2020 01:21 PM INDEX NO. 607452/2020
NYSCEF DOC. NO. 17 RECEIVED NYSCEF: 09/28/2020
GRID PROMISSORY NOTE
Note No. O
Up to $300,000.00 Port Washin , New York
Dated: June 2019
FOR VALUE RECEIVED, the undersigned, COUNTRY FARM MARKETINC., having
an address at 406 Nanuet Mall South, Nanuet, New York 11354 (hereinafter referred to as
"Boricwer"), hereby promises to pay to ASSOCIATED SUPERMARKET GROUP, LLC and AFS
CAPITAL, LLC, each with an address at 99 Seaview Boulevard, Port Washington, New York 11050
(collectively, "Lender") or at such other place as the Lender may designate in writing, the principal
sum of up to Three Hundred Thousand and 00/100 ($300,000.00) Dollars, or so much thereof as
has been advanced, together with interest on the unpaid principal balance from the date hereof.
Interest. Interest shall be paid upon the unpaid principal balance of this Grid Promissary
Note (the "Promisscry h") at a rate of interest equal to nine (9%) percent per annum. Interest
shall be calculated based upon a 360 day year, based upon the actual number of days elapsed.
Advances. The date and amount of each advance under this Promissory Note (and
repayment thereof) may be endarsed by Lender or the holder of this Promissary Note on the grid
attached hereto and made a part hereof, and when so endorsed shall represent evidence thereof
binding on Borrower in the absence of manifest error. Any failure by the holder to do so shall in no
way mitigate or discharge the obligation of Bcrrower to repay any advance actually made. The
holder's failure to make (orany error in making) any such notation shall not limit or otherwise affect
the obligations of Borrower hereunder.
APD321589/FM2516
FILED: NASSAU COUNTY CLERK 09/28/2020 01:21 PM INDEX NO. 607452/2020
NYSCEF DOC. NO. 17 RECEIVED NYSCEF: 09/28/2020
Payments. laterest e advance made hereunder shall be payable monthly on the first
day of each month through r 1, 2019 (the "Revolving Pericd End Date"). Commencing on
©etebert, 2019 and weekly thereafter on the Monday of each week, the then unpaid principal
balance and allaccrued and unpaid interest shall be repayable in 26 equal weekly installments of
principal and interest based upon a self- basis. The unpaid principal allaccrued
amortizing balance,
and unpaid interest and other amounts due hereunder shall be payable in full
to Lender on March
20, 2020 (the "Maturity Date"). In the event of a default hereunder, the entire unpaid balance of this
Promisscry Note and any accrued and unpaid interest due hereunder shall immediately become due
and payable.
Holder; Assignment. The word "Holder", as used herein, shall refer to the Lender and all
assigñees, eñdcisses or transferees of said Lender. The Holder may assign or transfer this
Promissory Note.
Late Charae for Overdue Pavments. In the event Lender has not received the fullamount of
any installment due hereunder within ten (10) calendar days of itsdue date (whether as stated, by
acceleration or Otherwise) there shall be immediately due and payable, in additicñ to the amount of
such payment, a late charge in an amount equal to an amount equal to six (6%) percent of such
overdue payment but in no event in excess of the amount permitted by applicable law, to defray the
expense incurred by Lender in hañdling and piccessing in handling and processing such delinquent
payment.
Nctices. Any notice to the Bcricwer as provided in this Promissory Note shall be deemed to
have been duly given and effective on delivery, ifhand delivered, or two business days after mailing,
ifmailed, postage prepaid, return receipt requested to the address of the Borrower stated in the first
APD321589/FM25I6
FILED: NASSAU COUNTY CLERK 09/28/2020 01:21 PM INDEX NO. 607452/2020
NYSCEF DOC. NO. 17 RECEIVED NYSCEF: 09/28/2020
paragraph of this Promissory Note or to such other address as the Borrower may designate in
writing to the Holder from time to time.
Presentment; Waiver of Jurv Trial: Legal Fees. The makers, eñdersers and guarantors of
this Promissary Note hereby waive presentment for payment, demand, notice of non-payment and
dishcñci, protest, and notice of protest; waive trial by jury in any action or picceeding arising on, out
of, under or by reason of this Promissory Note; consent to any reñêwals, extensions and partial
payments of this Promisscry Note or the iñdebtedness for which itis given without notice to them,
and c0ñsêñt that no such renewals, exteñsicñs or partial payments shall discharge any party hereto
from liabilityhereof in whole or in part. In the event the Lender commences an action or picceeding
to enforce the obligations under this Promissary Note, including an action to forec!ose upon any
co!!ateral, the BOriawer shall reimburse Lender all costs and expeñses of such action, including
eascGable attorney's fees and disbursements, titlecharges and other expêñses, which shall be
added to the amount due under this Promissory Note and recoverable with the amount due under
this Promissory Note.
Default. In the event Borrower does not pay, in full,each rñóñthly payment when due or
upon the happening of an event constituting a default under any other agreements betwêêñ
Borrower and Lender, Barrower shall be deemed in default, in which event, the entire principal
balance due hereunder shall be immediately due and payable. The sale of the assets or capital
stock of Borrower shall be deemed a default hereunder.
Default interest. Interest on this Promissory Note after maturity or default shall be due and
payable at a rate per annum equal to the highest rate permitted by applicable law.
Usury. Ifany law which is applicable to this Promissory Note and which sets maximum
charges, isfinally interpreted so that the interest and other charges hereunder exceed the permitted
APD321589/FM2516
FILED: NASSAU COUNTY CLERK 09/28/2020 01:21 PM INDEX NO. 607452/2020
NYSCEF DOC. NO. 17 RECEIVED NYSCEF: 09/28/2020
limits, then (i)any such charges shall be reduced by the amount necessary to reduce such charges
to the legal limit;and (ii)any sums already co!!ected from Barrower which exceed the permitted limits
will be refunded to Borrower or applied to reduction of principal, at Holder's option.
Amendments. No amendments or modifications of this Promissary Note shall be deemed
effective unless in writing and signed by the HOlder.
Applicable Law; Successors and Assigns. This Promissory Note shall be binding upon
Borrower, itslegal representatives, successcis and assigñs and shall be governed by and construed
in accordance with the laws of the State of New York. In the event any provision of thisPromissory
Note shall be deemed unenfürceable, the remaining provisions shall remain in full
force and effect.
Submissian to Jurisdicticn. Subject to the requirements for a case to be heard in the
Commercial Division, Borrower hereby irrevocably submits to the jurisdiction of the Commercial
Division, New York State Supreme Court, in the counties of Nassau, Rockland or New York and to
the application of the Court's accé!érated adjudication procedure in that Court or the United States
District Court for the Eastern District of New York over any action or proceeding arising out of or
related to thisPromissory Note and agrees with Lender that perscñal jurisdiction over Borrower rests
with such courts forpurposes of any action on or related to this Promissory Note. BOrrawer hereby
irrevocably waives with respect to such action or proceeding (x) trial by jury; (y) any Objection,
including, without limitaticñ any objection with respect to venue or forum non conveniens which it
may now or hereafter have to the bringing of such action or proceeding, and (z)the right to interpose
any setoff, non-compulsory counterclaim or crossclaim.
Assignment; Holder. The Hcider may assign or transfer this Promissory Note. The word
"Holder", as used herein, shall refer to the Lender and allassigñees, endorsees or trañsferees of
Lender.
APD321589/FM2516
FILED: NASSAU COUNTY CLERK 09/28/2020 01:21 PM INDEX NO. 607452/2020
NYSCEF DOC. NO. 17 RECEIVED NYSCEF: 09/28/2020
Service of Process. Borrower hereby irrevocably ccñsents to the service of process in any
action or proceeding by the mailing by certified mail, return receipt requested, postage prepaid, to
the Borrower at the address provided for herein. Nothing herein shall affect the rightof Lender to
serve process in any other matter permitted by applicable law.
COUNTRY FARM MARKET INC.
By:
Name: Tae Hong Lee
Title: President
STATE OF NEW YORK )
COUNTY OF u
On the day of June in the year 2019, before me, the undersigned, personally
appeared Tae Hong Lee, personally known to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their capacity, and that by his/her/their signature on the
instrument, the individual, or the person upon behalf of which the individual acted, executed the
instrument.
PLEDGED T
BEEN N.A. AS
HAS
NOTE BANK, AS
THIS CHASE AND
ITSELF CERTAIN
JPMORGAN FOR
PARTY FOR
SECURED AGENT SALE
ADMINISTRATIVE PLEDGE,
OTHER WILL
ANY NOTE SECURED
LENDERS. THIS
TRANSFER OF THE
RIGHTS OF
OR THE
VIOLATE
PARTY
APD321589/FM2516
FILED: NASSAU COUNTY CLERK 09/28/2020 01:21 PM INDEX NO. 607452/2020
NYSCEF DOC. NO. 17 RECEIVED NYSCEF: 09/28/2020
"A"
SCHEDULE TO PROMISSORY NOTE
DATE AMOUNT AMOUNT OF UNPAID NOTATION
ADVANCED PRINCIPAL PAID PRINCIPAL MADE BY
BALANCE
APD321589/FM2516
Preview
FILED: NASSAU COUNTY CLERK 09/28/2020 01:21 PM INDEX NO. 607452/2020 NYSCEF DOC. NO. 17 RECEIVED NYSCEF: 09/28/2020 Exhibit 1 FILED: NASSAU COUNTY CLERK 09/28/2020 01:21 PM INDEX NO. 607452/2020 NYSCEF DOC. NO. 17 RECEIVED NYSCEF: 09/28/2020 GRID PROMISSORY NOTE Note No. O Up to $300,000.00 Port Washin , New York Dated: June 2019 FOR VALUE RECEIVED, the undersigned, COUNTRY FARM MARKETINC., having an address at 406 Nanuet Mall South, Nanuet, New York 11354 (hereinafter referred to as "Boricwer"), hereby promises to pay to ASSOCIATED SUPERMARKET GROUP, LLC and AFS CAPITAL, LLC, each with an address at 99 Seaview Boulevard, Port Washington, New York 11050 (collectively, "Lender") or at such other place as the Lender may designate in writing, the principal sum of up to Three Hundred Thousand and 00/100 ($300,000.00) Dollars, or so much thereof as has been advanced, together with interest on the unpaid principal balance from the date hereof. Interest. Interest shall be paid upon the unpaid principal balance of this Grid Promissary Note (the "Promisscry h") at a rate of interest equal to nine (9%) percent per annum. Interest shall be calculated based upon a 360 day year, based upon the actual number of days elapsed. Advances. The date and amount of each advance under this Promissory Note (and repayment thereof) may be endarsed by Lender or the holder of this Promissary Note on the grid attached hereto and made a part hereof, and when so endorsed shall represent evidence thereof binding on Borrower in the absence of manifest error. Any failure by the holder to do so shall in no way mitigate or discharge the obligation of Bcrrower to repay any advance actually made. The holder's failure to make (orany error in making) any such notation shall not limit or otherwise affect the obligations of Borrower hereunder. APD321589/FM2516 FILED: NASSAU COUNTY CLERK 09/28/2020 01:21 PM INDEX NO. 607452/2020 NYSCEF DOC. NO. 17 RECEIVED NYSCEF: 09/28/2020 Payments. laterest e advance made hereunder shall be payable monthly on the first day of each month through r 1, 2019 (the "Revolving Pericd End Date"). Commencing on ©etebert, 2019 and weekly thereafter on the Monday of each week, the then unpaid principal balance and allaccrued and unpaid interest shall be repayable in 26 equal weekly installments of principal and interest based upon a self- basis. The unpaid principal allaccrued amortizing balance, and unpaid interest and other amounts due hereunder shall be payable in full to Lender on March 20, 2020 (the "Maturity Date"). In the event of a default hereunder, the entire unpaid balance of this Promisscry Note and any accrued and unpaid interest due hereunder shall immediately become due and payable. Holder; Assignment. The word "Holder", as used herein, shall refer to the Lender and all assigñees, eñdcisses or transferees of said Lender. The Holder may assign or transfer this Promissory Note. Late Charae for Overdue Pavments. In the event Lender has not received the fullamount of any installment due hereunder within ten (10) calendar days of itsdue date (whether as stated, by acceleration or Otherwise) there shall be immediately due and payable, in additicñ to the amount of such payment, a late charge in an amount equal to an amount equal to six (6%) percent of such overdue payment but in no event in excess of the amount permitted by applicable law, to defray the expense incurred by Lender in hañdling and piccessing in handling and processing such delinquent payment. Nctices. Any notice to the Bcricwer as provided in this Promissory Note shall be deemed to have been duly given and effective on delivery, ifhand delivered, or two business days after mailing, ifmailed, postage prepaid, return receipt requested to the address of the Borrower stated in the first APD321589/FM25I6 FILED: NASSAU COUNTY CLERK 09/28/2020 01:21 PM INDEX NO. 607452/2020 NYSCEF DOC. NO. 17 RECEIVED NYSCEF: 09/28/2020 paragraph of this Promissory Note or to such other address as the Borrower may designate in writing to the Holder from time to time. Presentment; Waiver of Jurv Trial: Legal Fees. The makers, eñdersers and guarantors of this Promissary Note hereby waive presentment for payment, demand, notice of non-payment and dishcñci, protest, and notice of protest; waive trial by jury in any action or picceeding arising on, out of, under or by reason of this Promissory Note; consent to any reñêwals, extensions and partial payments of this Promisscry Note or the iñdebtedness for which itis given without notice to them, and c0ñsêñt that no such renewals, exteñsicñs or partial payments shall discharge any party hereto from liabilityhereof in whole or in part. In the event the Lender commences an action or picceeding to enforce the obligations under this Promissary Note, including an action to forec!ose upon any co!!ateral, the BOriawer shall reimburse Lender all costs and expeñses of such action, including eascGable attorney's fees and disbursements, titlecharges and other expêñses, which shall be added to the amount due under this Promissory Note and recoverable with the amount due under this Promissory Note. Default. In the event Borrower does not pay, in full,each rñóñthly payment when due or upon the happening of an event constituting a default under any other agreements betwêêñ Borrower and Lender, Barrower shall be deemed in default, in which event, the entire principal balance due hereunder shall be immediately due and payable. The sale of the assets or capital stock of Borrower shall be deemed a default hereunder. Default interest. Interest on this Promissory Note after maturity or default shall be due and payable at a rate per annum equal to the highest rate permitted by applicable law. Usury. Ifany law which is applicable to this Promissory Note and which sets maximum charges, isfinally interpreted so that the interest and other charges hereunder exceed the permitted APD321589/FM2516 FILED: NASSAU COUNTY CLERK 09/28/2020 01:21 PM INDEX NO. 607452/2020 NYSCEF DOC. NO. 17 RECEIVED NYSCEF: 09/28/2020 limits, then (i)any such charges shall be reduced by the amount necessary to reduce such charges to the legal limit;and (ii)any sums already co!!ected from Barrower which exceed the permitted limits will be refunded to Borrower or applied to reduction of principal, at Holder's option. Amendments. No amendments or modifications of this Promissary Note shall be deemed effective unless in writing and signed by the HOlder. Applicable Law; Successors and Assigns. This Promissory Note shall be binding upon Borrower, itslegal representatives, successcis and assigñs and shall be governed by and construed in accordance with the laws of the State of New York. In the event any provision of thisPromissory Note shall be deemed unenfürceable, the remaining provisions shall remain in full force and effect. Submissian to Jurisdicticn. Subject to the requirements for a case to be heard in the Commercial Division, Borrower hereby irrevocably submits to the jurisdiction of the Commercial Division, New York State Supreme Court, in the counties of Nassau, Rockland or New York and to the application of the Court's accé!érated adjudication procedure in that Court or the United States District Court for the Eastern District of New York over any action or proceeding arising out of or related to thisPromissory Note and agrees with Lender that perscñal jurisdiction over Borrower rests with such courts forpurposes of any action on or related to this Promissory Note. BOrrawer hereby irrevocably waives with respect to such action or proceeding (x) trial by jury; (y) any Objection, including, without limitaticñ any objection with respect to venue or forum non conveniens which it may now or hereafter have to the bringing of such action or proceeding, and (z)the right to interpose any setoff, non-compulsory counterclaim or crossclaim. Assignment; Holder. The Hcider may assign or transfer this Promissory Note. The word "Holder", as used herein, shall refer to the Lender and allassigñees, endorsees or trañsferees of Lender. APD321589/FM2516 FILED: NASSAU COUNTY CLERK 09/28/2020 01:21 PM INDEX NO. 607452/2020 NYSCEF DOC. NO. 17 RECEIVED NYSCEF: 09/28/2020 Service of Process. Borrower hereby irrevocably ccñsents to the service of process in any action or proceeding by the mailing by certified mail, return receipt requested, postage prepaid, to the Borrower at the address provided for herein. Nothing herein shall affect the rightof Lender to serve process in any other matter permitted by applicable law. COUNTRY FARM MARKET INC. By: Name: Tae Hong Lee Title: President STATE OF NEW YORK ) COUNTY OF u On the day of June in the year 2019, before me, the undersigned, personally appeared Tae Hong Lee, personally known to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity, and that by his/her/their signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. PLEDGED T BEEN N.A. AS HAS NOTE BANK, AS THIS CHASE AND ITSELF CERTAIN JPMORGAN FOR PARTY FOR SECURED AGENT SALE ADMINISTRATIVE PLEDGE, OTHER WILL ANY NOTE SECURED LENDERS. THIS TRANSFER OF THE RIGHTS OF OR THE VIOLATE PARTY APD321589/FM2516 FILED: NASSAU COUNTY CLERK 09/28/2020 01:21 PM INDEX NO. 607452/2020 NYSCEF DOC. NO. 17 RECEIVED NYSCEF: 09/28/2020 "A" SCHEDULE TO PROMISSORY NOTE DATE AMOUNT AMOUNT OF UNPAID NOTATION ADVANCED PRINCIPAL PAID PRINCIPAL MADE BY BALANCE APD321589/FM2516