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TERM NOTE

Promissory Note

TERM NOTE | Document Parties: STRIKER OIL & GAS, INC You are currently viewing:
This Promissory Note involves

STRIKER OIL & GAS, INC

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Title: TERM NOTE
Governing Law: New Jersey     Date: 7/10/2009
Industry: Oil and Gas - Integrated     Sector: Energy

TERM NOTE, Parties: striker oil & gas  inc
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THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

 

 

TERM NOTE

 

June 11, 2009

 

Jersey City, New Jersey

$500,000.00

 

FOR VALUE RECEIVED , the undersigned, STRIKER OIL & GAS, INC., a Nevada corporation (the “ Company ”), promises to pay   YA GLOBAL INVESTMENTS, L.P. (the “ Lender ”) at 101 Hudson Street, Suite 3700, Jersey City, New Jersey 07302 or other address as the Lender shall specify in writing, the principal sum of $500,000.00   and interest accrued thereon pursuant to the following terms of this Term Note (the “ Note ”):

 

1.            Principal and Interest .

 

(i)            Interest .  Interest shall accrue on the outstanding   principal balance of this Note at the rate of twelve percent per year (computed on the basis of a 365-day year and the actual days elapsed) from the date of this Note until paid.

 

(ii)            Payments .   For value received, the Company hereby promises to pay to the order of the Lender, in lawful money of the United States of America and in immediately available funds, $26,000 per month (the “ Monthly Payment ”) commencing on July 1, 2009 and continuing on the first date of each month through June 1, 2011.  On June 10, 2011 (the “ Maturity Date ”) the Company hereby promises to pay to the order of the Lender, in lawful money of the United States of America and in immediately available funds, all outstanding principal of this Note, together with accrued and unpaid interest thereon.  Each Monthly Payment will be applied first to accrued and unpaid interest and then to principal outstanding on this Note.

 

2.            Right of Prepayment .  The Company at its option shall have the right to prepay any amount of outstanding principal of the Note and accrued and unpaid interest thereon without premium or penalty.    

 

3.            Waiver and Consent .  To the fullest extent permitted by law and except as otherwise provided herein, the Company waives demand, presentment, protest, notice of dishonor, suit against or joinder of any other person, and all other requirements necessary to charge or hold the Company liable with respect to this Note.

 

 

 


 

 

 

4.            Costs, Indemnities and Expenses .  In the event of default as described herein, the Company agrees to pay all reasonable fees and costs incurred by the Lender in collecting or securing or attempting to collect or secure this Note, including reasonable attorneys’ fees and expenses, whether or not involving litigation, collecting upon any judgments and/or appellate or bankruptcy proceedings.  The Company agrees to pay any documentary stamp taxes, intangible taxes or other taxes which may now or hereafter apply to this Note or any payment made in respect of this Note, and the Company agrees to indemnify and hold the Lender harmless from and against any liability, costs, attorneys’ fees, penalties, interest or expenses relating to any such taxes, as and when the same may be incurred.

 

5.            Security .  The Company agrees and acknowledges (i) that its obligations under this Note shall be secured by all collateral granted by the Company and Affiliated Holdings, Inc. (“ Affiliated ”) to the Lender, including, without limitation, the assets of the Company pledged to the Lender pursuant to (a) that certain Security Agreement dated May 17, 2007 by and among the Company, Affiliated, and the Lender (the “ Security Agreement ”), (b) that certain Mortgage, Assignment of Production, Security Agreement, Fixture Filing and Financing Statement granted by the Company to YA Global as of May 17, 2007, and (c) that certain Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement granted by the Company to YA Global as of May 17, 2007, (d) that certain Deed of Trust, Mortgage, Assignment of Production, Security Agreement, Fixture Filing and Financing Statement from the Company to the Trustee for the benefit of the Lender of even date herewith, and (e) that certain Mortgage, Assignment of Production, Security Agreement, Fixture Filing and Financing Statement from the Company to the Buyer of even date herewith ((b) – (e) shall collectively be referred to herein as the “ Mortgages ”), and (ii) that the obligations under this Note are hereinafter expressly included as part of the “Obligations” as such term is defined and used in the Security Agreement and the Mortgages.

 

6.            Event of Default .  An “ Event of Default ”, wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

 

(i)           the Company's failure to pay to the Lender any amount of principal, interest, or other amounts when and as due under this Note;

 

(ii)           The Company shall fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach or default of any provision of the agreement of even date herewith (the “ Agreement ”) between the Lender, the Company and Affiliated, this Note, or any other note, debenture, or indebtedness issued to the Lender or its affiliates which is not cured within the applicable cure period, if any;

 

(iii)            The Company or any subsidiary of the Company shall commence any proceeding under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors,

 

 

 


 

 

dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or any subsidiary of the Company; or there is commenced against the Company or any subsidiary of the Company an involuntary bankruptcy, insolvency or other proceeding which remains undismissed for a period of 61 days; or the Company or any subsidiary of the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company or any subsidiary of the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of sixty one days; or the Company or any subsidiary of the Company makes a general assignment for the benefit of creditors; or the Company or any subsidiary of the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company or any subsidiary of the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debt; or the Company or any subsidiary of the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company or any subsidiary of the Company for the purpose of effecting any of the foregoing; or

 

(iv)           The Company or any subsidiary of the Company shall default in any of its obligations under any other promissory note, or any mortgage, credit agreement or other facility, indenture agreement, factoring agreement, debenture, convertible debenture or other instrument under which there may be issued, or by which there may be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the Company or any subsidiary of the Company in an amount exceeding $50,000, whether such indebtedness now exists or shall hereafter be created and such default shall result in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;

 

7.            Remedies .                                  During the time that any portion of this Note is outstanding, if any Event of Default has occurred, the full unpaid principal amount o


 
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