FORM OF PROMISSORY NOTE IN FAVOR OF ST GEORGEPromissory Note |
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AMERICAN SECURITY RESOURCES CORP. | ST GEORGE INVESTMENTS, LLC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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ANNEX XI
TO
SECURITIES PURCHASE AGREEMENT
<PROTOTYPE FOR EACH ISSUANCE>
FORM OF PROMISSORY NOTE
THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN
OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED.
ST. GEORGE INVESTMENTS, LLC
7.5%
SECURED PROMISSORY NOTE SERIES 08-___ 4
FOR VALUE RECEIVED,
ST. GEORGE
INVESTMENTS LLC , a limited liability company
organized and existing under the laws of the State of
Illinois (the "Debtor"), promises to pay to AMERICAN SECURITY
RESOURCES CORPORATION , the registered holder hereof
(the "Company"), the principal sum of _____________________
and 00/100 Dollars (US $_______)
5 on the
Maturity Date (as defined below) and to pay interest on the
principal sum outstanding from time to time in arrears at the
rate of 7.5% per annum, accruing from ______________, 20__,
6 the date
of initial issuance of this Promissory Note (the “Issue
Date”), to the Maturity Date. Interest shall accrue
monthly (pro-rated on a daily basis for any period longer or
shorter than a month) from the Issue Date and shall be
payable in cash.
This Promissory Note is
being issued pursuant to the terms of the Securities Purchase
Agreement, dated as of February 28, 2008 (the
“Securities Purchase Agreement”), to which the
Company and the Debtor are parties. Capitalized
terms not otherwise defined herein shall have the meanings
ascribed to them in the Securities Purchase
Agreement.
This Promissory Note
represents all or a portion of the Debenture Purchase Price
for the Company’s 7.75% Convertible Debenture Series
08-__ No. 08- - ,
in the original principal amount of $___________ 7 issued
to the Debtor on the Issue Date (the “Specific
Debenture”). This Promissory Note is the
Specific Purchase Note referred to in the Specific
Debenture.
This
Promissory Note is subject to the following additional
provisions:
1. This
Promissory Notes will initially be issued in denominations
determined by the Debtor, but are exchangeable for an equal
aggregate principal amount of Promissory Notes of different
denominations, as requested by the Company surrendering the
same. No service charge will be made for such
registration or transfer or exchange.
2. The
Debtor shall be entitled to withhold from all payments of
principal of, and interest on, this Promissory Note any
amounts required to be withheld under the applicable
provisions of the United States income tax laws or other
applicable laws at the time of such payments, and Company
shall execute and deliver all required documentation in
connection therewith.
3. A. The
Debtor shall have the right to prepay any or all of the
outstanding principal of this Promissory Note at any time or
from time to time, without the prior written consent of the
Company in each instance, provided, however, that any such
payment shall be applied in the priority provided in Section
3(B) hereof.
B. Except
as may specified in a specific provision of this Promissory
Note, any payments under this Promissory Note shall be
applied in the following order of priority:
(i) first to Other Costs (as defined below), (ii)
then, to accrued but unpaid interest; and (iii) then, to
principal in the inverse order of maturity.
4. A. The
term “Maturity Date” means the earlier of (i)
__________, 20__ 8 (the
“Scheduled Maturity Date”) or (ii) the Required
Prepayment Date (as defined below).
B. The
term “Required Prepayment Date” means, subject,
however, to the provisions of Section 4(C) through (E) below,
(i) if this Promissory Note is No. 1 of this Series, the date
which is six (6) months after the Issue Date, and (ii) if
this Promissory Note is No. 2 or higher of this Series, the
date which is one month after the Required Prepayment Date of
the Promissory Note with the immediate preceding No. of this
Series. 9
C. Any
other provision hereof to the contrary notwithstanding, if,
but for the giving of notice or the passage of time or both,
there would an Event of Default under the Specific Debenture
(a “Potential Event of Default”) on the Required
Prepayment Date, then the Required Prepayment Date shall be
deferred until the date which is twenty (20) Trading Days
after there has been no Potential Event of Default under the
Specific Debenture. If the Required Prepayment
Date of any Promissory Note in this Series is deferred as a
result of this Section 4(C), the provisions of clause (ii) of
Section 4(B) shall continue to apply with respect to the
Required Payment Date of the Promissory Note or Notes, if
any, with succeeding No(s). of this Series. If
applicable, the provisions of Section 4(D) or Section 4(E)
hereof shall supersede the provisions of this Section
4(C).
D. Any
other provision hereof (including, but not necessarily
limited to the provisions of Section 4(C) or 4(E) hereof)
notwithstanding, if, at any time on or before the Required
Prepayment Date (as originally scheduled or as deferred by
this Section 4(C)), there is an Event of Default under the
Specific Debenture (either because there is no requirement
for the giving of notice or the passage of time or both or
if, and to the extent, so provided in the Specific Debenture,
the relevant notice has been given or the relevant
passag
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