Amended and Restated Promissory Note between Lawrence J. Grill and United PanAm Financial Corp.

Summary

This agreement is a promissory note in which Lawrence J. Grill promises to repay United PanAm Financial Corp. $300,000, plus interest at 5.81% per year. The note consolidates and replaces two earlier notes and is due in a single payment on December 31, 2002. The borrower may prepay at any time without penalty. If payment is late, a higher interest rate applies. The note is secured by collateral under a related loan and stock pledge agreement and is governed by California law.

EX-10.106.1 3 0003.txt AMENDED AND RESTATED PROMISSORY NOTE Exhibit 10.1061 AMENDED AND RESTATED -------------------- PROMISSORY NOTE --------------- $300,000.00 Los Angeles, California January 1, 2000 FOR VALUE RECEIVED, LAWRENCE J. GRILL (the "Borrower"), promises to pay to the order of UNITED PANAM FINANCIAL CORP., its successors and assigns (the "Lender") at 1999 Avenue of the Stars, Suite 2960, Los Angeles, California 90067 or at such other place as might be designated in writing by the Lender, the principal sum of Three Hundred Thousand Dollars ($300,000.00) or so much thereof as remains unpaid, together with interest thereon at a fixed rate equal to Five and Eighty-One Hundredths Percent (5.81%) per annum calculated as provided below. Interest will be calculated on the basis of the actual days elapsed based on a per diem charge computed over a year composed of three hundred sixty five (365) days. This Note amends and restates in their entirety (1) the Promissory Note of Borrower in the original principal amount of $225,000, dated October 15, 1997 (the "October 15, 1997 Note"), and (2) the Promissory Note of Borrower in the original principal amount of $75,000, dated March 12, 1999 (the "March 12, 1999 Note"). Principal and accrued interest will be payable as follows: On December 31, 2002, at maturity, a single payment of principal and accrued interest in the amount of $371,594.33 shall be made, consisting of (1) $300,000 in Note principal, (2) $15,794.45 representing interest accrued on the October 15, 1997 Note from October 16, 1998 through December 31, 1999, (3) $3,509.88 representing interest accrued on the March 12, 1999 Note from March 13, 1999 through December 31, 1999, and (4) $52,290.00 representing accrued interest from January 1, 2000 through December 31, 2002 on the entire principal amount of this Note. The Borrower will have the right at any time and from time to time to prepay the unpaid principal balance of this Note, in whole or in part, without penalty, but with interest on the unpaid principal balance accrued to the date of prepayment. The Borrower agrees that if, and as often as, this Note is placed in the hands of an attorney for collection or to defend or enforce any of the Lender's rights under this Note or otherwise relating to the indebtedness hereby evidenced, the Borrower will pay the Lender's reasonable attorneys' fees, all court costs and all other expenses incurred by the Lender in connection therewith. After the failure of the Borrower to pay any such sum hereunder within thirty (30) days of the date due, the unpaid balance of this Note will bear interest at Ten Percent (10.0%) per annum. During the existence of any default, the Lender may apply payments received on any amount due hereunder or under the terms of any instrument now or hereafter evidencing or securing payment of this indebtedness as the Lender determines from time to time. This Note is issued pursuant to a Loan and Stock Pledge Agreement of even date herewith (the "Loan Agreement") and is secured by the security interests described therein. Upon the breach by the Borrower of any provision of this Note or of the Loan Agreement, or occurrence of any other default or event of default respecting this Note, the Loan Agreement or any other instrument now or hereafter evidencing or securing the indebtedness represented hereby, at the option of the Lender the entire indebtedness evidenced by this Note shall become immediately due, payable and collectible as the Lender may elect, regardless of the date of maturity of this Note. This Note is issued by the Borrower and accepted by the Lender pursuant to a lending transaction negotiated, consummated and to be performed in California. This Note is to be construed according to the internal laws of the State of California. The makers, endorsers, sureties, guarantors and all other persons who might become liable for all or any part of this obligation severally waive presentment for payment, protest and notice of nonpayment. Such parties consent to any extension of time (whether One or more) of payment hereof, release of all or any part of the collateral securing payment hereof or release of any party liable for the payment of this obligation. Any such extension or release may be made without notice to any such party and without discharging such party's liability hereunder. This Note is intended to strictly conform with all usury laws to the extent applicable to the transactions contemplated hereby. The provisions of this Note and of all agreements between the Borrower and the Lender are hereby expressly limited so that in no contingency or event whatsoever, shall the amount contracted for, charged, paid or agreed to be paid to the Lender for the use, forbearance or retention of money or credit hereunder or otherwise exceed the maximum rate permitted by law therefor. If, from any circumstance whatsoever, performance or fulfillment of any provision hereof or of any agreement between the Borrower and the Lender shall, at the time of the execution and delivery thereof, or at the time or performance of such provision shall be due, involve or purport to require any payment in excess of the limits prescribed by law, the obligation to be performed or fulfilled shall be reduced automatically to the limit prescribed by law without the necessity of the execution of any amendment or new document. IN WITNESS WHEREOF, the Borrower has executed this instrument effective the date first above written. ---------------------- Lawrence J. Grill 2