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Exhibit
4.1
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$1,200,000.00
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April 1, 2008
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PROMISSORY NOTE
THIS PROMISSORY NOTE (the
“Note”) is made as of the date stated above by
SECURED DIGITAL STORAGE CORPORATION
, a
New Mexico corporation (“Borrower”), with a mailing
address of 2001 Butterfield Road, Suite 1050, Downers Grove,
Illinois 60515 to
the order of
DAVID HOFFMAN (“Lender”),
with a mailing address of 31 W. 155 Smith Road, Wayne, Illinois
60184 .
ARTICLE I
PAYMENT
FOR
VALUE RECEIVED, Borrower hereby promises to pay to the order
of Lender, at Lender’s office at the address stated
above or such other place as Lender may from time to time
designate in writing to Borrower, the principal amount
of
ONE MILLION TWO HUNDRED THOUSAND AND 00/100 DOLLARS
( $1,200,000.00)
or so much as may now or hereafter be disbursed by Lender to or for
the benefit of Borrower, together with interest, in repayment of a
loan made by Lender to Borrower (the “Loan”), all in
lawful money of the United States of America, as
follows:
1.1
Interest Only in Installments .
Prior to the Maturity Date (as defined below), or the Loan’s
otherwise becoming due, interest shall accrue on the outstanding
principal balance of the Loan from time to time, at an annual
interest rate (“Interest Rate”) equal to eighteen
percent (18%). Interest shall be payable monthly on the first day
of the month following Loan disbursement and on the first day of
each month thereafter until the Maturity Date, at which time the
entire outstanding Indebtedness (as defined below) shall be due and
payable in full. Interest shall be calculated on the basis of the
number of days elapsed during the period for which interest is
being charged, predicated on a year consisting of three hundred
sixty five (365) days.
1.2
Payment of Indebtedness at Maturity .
The term “Indebtedness” shall mean the indebtedness
evidenced by this Note, including the principal, interest and all
other sums due or required to be paid to Lender under this Note.
The entire Indebtedness shall be due and payable September 30,
2008
(“Maturity
Date”)
. Borrower
acknowledges that Lender has no obligation to refinance the Loan at
maturity.
1.3
Optional Prepayments .
Borrower reserves the right to prepay the unpaid principal balance
of this Note, in whole or in part, without premium, at any time
prior to the Maturity Date provided that such prepayment includes
all interest accrued and unpaid as of the date of such prepayment,
together with all other Indebtedness then due.
1.4
Payment Time .
All payments shall be delivered in good funds to Lender prior to
12:30 p.m., Chicago time, on the date due at its office at 31 W.
155 Smith Road, Wayne, Illinois 60184, or at such other place as
Lender designates in writing.
ARTICLE II
SECURITY, DEFAULTS, AND REMEDIES
2.1
Security for Payment .
Payment of this Note is secured by a Guaranty of Payment
from
TAPO VENTURES LLC, a
Delaware limited liability company (“Guarantor”) to
Lender and a pledge of account number 835-63995
at
Lehman Brothers Inc.
2.2
Events of Default .
Each of the following constitutes an event of default under this
Note (“Default”): (a) failure of Borrower to pay any
principal or interest due under this Note when due, whether as an
installment, on the Maturity Date or otherwise, which failure
continues for a period of five (5) business days after the due
date; or (b) the filing of any indictment or other charge against
the Borrower, or any Related Entity of Borrower, in any
jurisdiction, under any federal or state law, for which forfeiture
of any collateral securing the Loan is a potential penalty, unless
such charge is dismissed within ninety (90) days after filing. For
purposes of this Note, a “Related Entity” shall be
defined as any corporation or entity owned or controlled by
Borrower.
2.3
Acceleration of Maturity .
At any time after the occurrence of any Default and at the option
of Lender, the entire principal balance under this Note, together
with interest accrued thereon and all other Indebtedness (including
all sums expended by Lender in connection with such Default), shall
without notice become immediately due and payable.
2.4
Attorneys’ Fees .
If any counsel (whether an employee of Lender or otherwise) is
employed, retained or engaged (a) to collect the Indebtedness or
any part thereof, whether or not legal proceedings are instituted
by Lender; (b) to represent Lender in any bankruptcy,
reorganization, receivership, or other proceedings affecting
creditors’ rights and involving a claim under this Note; (c)
to protect the liens or security interests created by this Note; or
(d) to represent Lender in any other proceedings in connection with
the Note, then Borrower shall pay to Lender all related reasonable
attorneys’ fees, time charges and expenses as a part of the
Indebtedness.
2.5
Lender’s Remedies .
Upon the occurrence of a Default, Lender, at its option, may
exercise any rights and remedies against Borrower or with respect
to this Note which Lender may have at law, in equity or otherwise.
Lender’s remedies under this Note shall be cumulative and
concurrent and may be pursued singly, successively, or together
against any or all of Borrower and any other Obligors (as defined
below) and any other security described in this Note. Lender may
resort to every other right or remedy available at law or in equity
without first exhausting the rights and remedies contained herein,
all in Lender&rs
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