IN CONSIDERATION
OF VALUE RECEIVED, and intending to be legally bound, the
undersigned, jointly and severally, (hereinafter called the
“Borrower”), promise to pay, without offset, defense or
counterclaim, to the order of SNC-Lavalin Project Services, Inc.
(hereinafter called the “Holder”), or its assigns, the
principal amount of Eight Hundred Eighty Eight Thousand Dollars and
No Cents ($888,000.00) as follows:
Upon execution of
this Note, Borrower shall pay to Holder the sum of One Hundred
Thousand Dollars ($100,000.00) (the “Downpayment”) in a
certified check payable to SNC-Lavalin Project Services,
Inc.
For the six
(6) month period commencing as of the date of this Note,
Borrower shall pay to Holder interest only on the balance of the
principal amount of the Note at the rate of six per cent (6%) per
annum. Payments of interest shall be made monthly, commencing
thirty (30) days following the date of this Note.
Commencing seven
(7) months after the date of this Note, Borrower shall pay the
balance of the principal amount of this Note, without interest, in
eighteen equal monthly installments of Forty-Three Thousand Seven
Hundred Seventy Seven Dollars and Seventy Seven Cents
($43,777.77).
Other than the
Downpayment, all payments under this Note are to be made by check
or other legal tender to SNC-Lavalin Project Services, Inc., at 436
Creamery Way, Suite 100, Exton, PA, or via wire to Holder at
Bank of America Bank, Account No. 4426389767.
If the Borrower
fails to pay any principal or interest installment due under this
Note when due, which failure to pay continues for a period of five
(5) days after such due date, or fails to comply with any
other provision or obligation contained in this Note, then in such
event, the Holder, at its option, may declare this Note immediately
due and payable without notice or demand in which event, the
aggregate amount of any unpaid principal balance due, plus any
unpaid interest due hereunder, shall be immediately due and
owing.
If the Borrower
shall be dissolved, or if all or substantially all of the assets of
Borrower are sold or otherwise transferred, or proceedings in the
nature of insolvency, receivership, bankruptcy or reorganization
will be commenced with respect to Borrower, provided that if such
proceeding is commenced on an involuntary basis and remains
unstayed and in effect for a period of forty-five (45) days,
or if Borrower will make an assignment for the benefit of creditors
or will be the subject of a receiver for all or any part of its
property, then and in any such event, Holder may declare the entire
balance due under this Note immediately due and payable without any
demand or notice whatsoever.
Presentment,
demand for payment, notice of dishonor and protest are hereby
waived. The Holder may renew or extend this Note, release any party
hereto, or waive or modify any provision hereof, without affecting
the obligation of the Borrower and without affecting the
Holder’s right thereafter to demand strict compliance the
terms of this Note.
The Holder may, at
its election, and subject to prior exercise, in its discretion, of
its right of acceleration, accept payment of arrears, and, if any
defaulted payment is more than five (5) days in arrears, the
Borrower shall pay as liquidated damages, in addition to the other
amounts due, a late charge on each defaulted payment so in arrears
in an amount equal to the lower of two percent (2%) per month of
such payments from its due date or at the maximum interest rate
permitted by applicable law. After
Page 1 of 3
the expressed
or declared maturity of this Note, the Borrower shall pay interest
on unpaid balances at the lower of eighteen percent (18%) per annum
or the maximum interest rate p
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