Exhibit 10.7
PROMISSORY NOTE
|
|
|
|
|
$200,000
|
|
As of May 19, 2006
|
|
|
|
Albuquerque, New Mexico
|
Builder Acquisition Corp. (the
“Maker”) promises to pay to the order of Michael D.
Sivage (the “Payee”) the principal sum of Two Hundred
Thousand Dollars and No Cents ($200,000.00) in lawful money of the
United States of America, together with interest on the unpaid
principal balance of this Promissory Note (this
“Note”), on the terms and conditions described
below.
1. Principal . The principal
balance of this Note shall be repayable on the earlier of (i) May
18, 2007 or (ii) the date on which Maker consummates an initial
public offering of its securities under the Securities Act of 1933,
as amended.
2. Interest . Interest shall
not accrue on the unpaid principal balance of this Note.
3. Application of Payments .
All payments shall be applied first to payment in full of any costs
incurred in the collection of any sum due under this Note,
including (without limitation) reasonable attorneys’ fees,
then to the reduction of the unpaid principal balance of this
Note.
4. Events of Default . Each
of the following shall constitute an event of default (“Event
of Default”) under this Note:
(a) Failure to Make Required
Payments . Failure by Maker to pay the principal of on this
Note within five (5) business days following the date when
due.
(b) Voluntary Bankruptcy, Etc
. The commencement by Maker of a voluntary case under the Federal
Bankruptcy Code, as now constituted or hereafter amended, or any
other applicable federal or state bankruptcy, insolvency,
reorganization, rehabilitation or other similar law, or the consent
by it to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of Maker or for any substantial part of its
property, or the making by it of any assignment for the benefit of
creditors, or the failure of Maker generally to pay its debts as
such debts become due, or the taking of corporate action by Maker
in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy,
Etc . The entry of a decree or order for relief by a court
having jurisdiction in the premises in respect of Maker in an
involuntary case under the Federal Bankruptcy Code, as now or
hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of Maker or for any substantial part of its
property, or ordering the winding-up or liquidation of the affairs
of Maker, and the continuance of any such decree or order unstayed
and in effect for a period of sixty (60) consecutive
days.
(d) Liquidation of the
Company . Dissolution and liquidation of the Company prior to
the completion of this initial public offering.
5. Remedies .
(a) Upon the occurrence of an Event
of Default specified in Section 4(a) hereof, Payee may, by written
notice to Maker, declare this Note to be immediately due and
payable, whereupon the unpaid principal amount of this Note, and
all other amounts pa
