Exhibit 10.10
PROMISSORY NOTE
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$1,900,000
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Date:
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February 23, 2009
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New York, New York
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FOR
VALUE RECEIVED, the undersigned, a Nevada corporation having an
address set forth below its signature herein (“
Borrower ”), hereby promises to pay to the order of
IU INVESTMENTS, LLC (“ Lender ”) at it
address listed on the signature page hereto, the principal amount
set forth above plus interest thereon from the date hereof, in U.S.
Dollars in immediately available funds.
SUBSCRIPTION AGREEMENT . This Note has been executed and delivered
pursuant to the Subscription Agreement dated as of February 23,
2009 by and among the Borrower and the Lender (the “
Subscription Agreement ”).
INTEREST .
Principal of this Note shall bear interest until payment in full at
the rate of 16% per annum until payment in full of the principal
sum of this Note. Interest shall be computed on the basis of a
three hundred sixty-five (365) day year and actual days elapsed.
(i) Accrued interest is due and payable on March 23, 2009 on the
entire outstanding principle amount and, subsequently, (ii) accrued
interest is due and payable on each date that any principal amount
is due and payable, as set forth on Schedule A hereto, on only the
principal amount being repaid on such date.
PAYMENTS . Payments shall be made in accordance with
Schedule A hereto. If any amount becomes due and payable hereunder
on a Saturday, Sunday or public or other banking holiday under the
law of the State of New York, with respect to such amount the
payment date shall be extended to the next succeeding business day,
and interest shall be payable thereon at the rate herein specified
during such extension.
PRINCIPAL; MATURITY DATE . All outstanding principal and accrued and
unpaid interest shall become due and payable on the date of the
earliest of (i) April 15, 2010 and (ii) the acceleration of the
maturity of the amounts due hereunder upon an Event of Default (as
herein defined) in accordance with the provisions of this
Note.
PREPAYMENT .
Borrower may prepay this Note in full or in part at any time
without penalty. All payments shall be applied by Lender as
follows: first, to the payment of all accrued but unpaid fees,
costs, or expenses under this Note; second, to the payment of
interest on the amount of principal being repaid; third, to the
repayment of principal under this Note; and fourth, the balance, if
any, to Borrower or to whomsoever may be entitled to such amounts
as determined by Lender in its reasonable discretion.
SECURITY . The
obligations of the Borrower hereunder will be secured by a
continuing security interest in certain assets of the Borrower and
its subsidiaries pursuant to the terms of the pledge and security
agreements to be dated as of the date of the stock purchase
agreement by and among the Borrower, Woodland Holdings Corp., Ned
Timmer and HCC Foundation (the “ Stock Purchase
Agreement ”).
EVENTS OF DEFAULT; REMEDIES . The occurrence of any of the following events
(each, an “ Event of Default ”) shall, at the
option of the Lender, make all sums of interest and principal
of
this Note immediately due and
payable without notice of default, presentment or demand for
payment, protest or notice of nonpayment or dishonor, or other
notices or demands of any kind or character:
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(a)
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default in the payment when due
of interest or principal;
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(b)
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nonpayment by the Borrower of any
debt when due;
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(c)
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insolvency, general assignment
for the benefit of creditors, filing of any petition in bankruptcy
or for relief under the provisions of the Bankruptcy Code, or any
other laws or laws for the relief of or relating to debtors, of,
by, or against the Borrower of the indebtedness evidenced by this
Note, or any endorser of this Note;
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(d)
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appointment of a receiver or
trustee to take possession of any property of the Borrower, surety
or guarantor of the indebtedness evidenced by this Note;
and
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(e)
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attachment of an involuntary lien
or liens, of any kind or character, to the assets or property of
the Borrower, surety or guarantor of the
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