BRIDGE NOTEPromissory Note |
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AMERICAN HOME FOOD PRODUCTS, INC. | Alfonso L DeMatteis Family LP | Artisanal Cheese, LLC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Ex hibit 10.21
BRIDGE NOTE
Artisanal Cheese, LLC, a New York limited liability company 500 West 37th Street 2nd Floor New York, New York 10018 (Hereinafter referred to as “Borrower”)
Whereas, Borrower is currently in the process of securing debt financing from a third party. Until that financing has been obtained, the Alfonso L. DeMatteis Family L.P., a New York limited partnership (“Lender”), has agreed to provide to Borrower a bridge loan in the amount of One Hundred Fifty Thousand Dollars ($150,000.00).
Whereas, this Promissory Note is made pursuant to such Bridge Loan Agreement executed by the Lender of even date herewith (the “Bridge Loan Agreement”), the amount of which is represented by this Bridge Note (the “Bridge Note”).
Now, wherefore, Borrower promises to pay to the order of Lender, in lawful money of the United States of America, at the address indicated in the Bridge Loan Agreements or wherever else Lender may specify, the sum owed to Lender under the Bridge Loan Agreement (including all renewals, extensions or modifications thereof).
SECURITY. As security for the payment of the monies owing under this Bridge Note and the Bridge Loan Agreement, the Borrower has delivered or has caused to be delivered to the Lender a security agreement (“Security Agreement”) dated the date hereof. Lender shall have a first priority security interest in all assets of the Borrower pursuant to the Security Agreement.
INTEREST AND FEE(S) COMPUTATION. (Actual/365). Interest on the principle amount of this Bridge Note shall be at a rate of nine percent (9%) per annum. Interest and fees, if any, shall be computed on the basis of a 365-day year for the actual number of days in the applicable period.
ISSUANCE OF PREFERRED SHARES. For every Fifty Thousand Dollars ($50,000.00) loaned by Lender, Lender shall receive Ten Thousand (10,000) shares of American Home Food Products’ Series A Redeemable Convertible Preferred Shares.
PREPAYMENT. The Bridge Note may be prepaid, in whole or in part, at any time.
REPAYMENT TERMS. This Bridge Note shall be due and payable in full at the earlier of September 8, 2009, or the closing of a senior debt facility by a third-party institutional lender.
APPLICATION OF PAYMENTS. If a Default occurs, monies may be applied to the obligations in any manner or order deemed appropriate by Lender. If any payment received by Lender under this Bridge Note is rescinded, avoided or for any reason returned by Lender because of any adverse claim or threatened action, the returned payment shall remain payable as an obligation of all persons liable under this Bridge Note as though such payment had not been made.
ATTORNEYS’ FEES AND OTHER COLLECTION COSTS. Borrower shall pay all of Lender’s reasonable expenses incurred to enforce or collect any of the obligations under this Bridge Note, including, without limitation, reasonable court, arbitration, paralegals', attorneys' fees and expenses, whether incurred without the commencement of a suit, in any trial, arbitration, or administrative proceeding, or in any appellate or bankruptcy proceeding.
USURY. Regardless of any other provision of this Bridge Note, if for any reason the effective interest should exceed the maximum lawful interest, the effective interest shall be deemed reduced to, and shall be, such maximum lawful interest, and (i) the amount which would be excessive interest shall be deemed applied to the reduction of the principal balance of this Bridge Note and not to the payment of interest, and (ii) if the loan evidenced by this Bridge Note has been or is thereby paid in full, the excess shall be returned to the party paying same, such application to the principal balance of this Bridge Note or the refunding of excess to be a complete settlement and acquittance thereof.
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