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Exhibit 10.4
SECURED NON-CONVERTIBLE REVOLVING NOTE
FOR VALUE RECEIVED, each of GREENMAN TECHNOLOGIES, INC., a
Delaware
corporation (the "Parent"), and the other companies listed on
Exhibit A attached
hereto (such other companies together with the Parent, each a
"Company" and
collectively, the "Companies"), jointly and severally, promises to
pay to LAURUS
MASTER FUND, LTD., c/o M&C Corporate Services Limited, P.O. Box
309 GT, Ugland
House, South Church Street, George Town, Grand Cayman, Cayman
Islands, Fax:
345-949-8080 (the "Holder") or its registered assigns or successors
in interest,
the sum of Five Million Dollars ($5,000,000), or, if different, the
aggregate
principal amount of all Loans (as defined in the Security Agreement
referred to
below), together with any accrued and unpaid interest hereon, on
June 30, 2009
(the "Maturity Date") if not sooner indefeasibly paid in full.
Capitalized terms used herein without definition shall have the
meanings
ascribed to such terms in the Amended and Restated Security and
Purchase
Agreement among the Companies and the Holder dated as of June 30,
2004 and
amended and restated as of the date hereof (as amended, modified
and/or
supplemented from time to time, the "Security Agreement").
The following terms shall apply to this Secured Non-Convertible
Revolving
Note (this "Note"):
ARTICLE I
CONTRACT RATE
1.1 Contract Rate. Subject to Sections 2.2 and 3.9, interest
payable on
the outstanding principal amount of this Note (the "Principal
Amount") shall
accrue at a rate per annum equal to the "prime rate" published in
The Wall
Street Journal from time to time (the "Prime Rate"), plus two
percent (2%) (the
"Contract Rate"). The Contract Rate shall be increased or decreased
as the case
may be for each increase or decrease in the Prime Rate in an amount
equal to
such increase or decrease in the Prime Rate; each change to be
effective as of
the day of the change in the Prime Rate. The Contract Rate shall
not at any time
be less than eight percent (8%). Interest shall be (i) calculated
on the basis
of a 360 day year, and (ii) payable monthly, in arrears, commencing
on August 1,
2006 and on the first business day of each consecutive calendar
month thereafter
through and including the Maturity Date, and on the Maturity Date,
whether by
acceleration or otherwise.
1.2 Contract Rate Payments. The Contract Rate shall be calculated
on the
last business day of each calendar month hereafter (other than for
increases or
decreases in the Prime Rate which shall be calculated and become
effective in
accordance with the terms of Section 1.1) until the Maturity Date
(each a
"Determination Date").
<PAGE>
ARTICLE II
EVENTS OF DEFAULT AND DEFAULT RELATED PROVISIONS
2.1 Events of Default. The occurrence of an Event of Default under
the
Security Agreement shall constitute an event of default ("Event of
Default")
hereunder.
2.2 Default Interest. Following the occurrence and during the
continuance
of an Event of Default, the Companies shall, jointly and severally,
pay
additional interest on the outstanding principal balance of this
Note in an
amount equal to ten percent (10%) per annum, and all outstanding
Obligations,
including unpaid interest, shall continue to accrue interest at
such additional
interest rate from the date of such Event of Default until the date
such Event
of Default is cured or waived.
2.3 Default Payment. Following the occurrence and during the
continuance
of an Event of Default, the Holder, at its option, may elect, in
addition to all
rights and remedies of the Holder under the Security Agreement and
the other
Ancillary Agreements and all obligations and liabilities of each
Company under
the Security Agreement and the other Ancillary Agreements, to
require the
Companies, jointly and severally, to make a Default Payment
("Default Payment").
The Default Payment shall be one hundred twenty percent (120%) of
the
outstanding principal amount of the Note, plus accrued but unpaid
interest, all
other fees then remaining unpaid, and all other amounts payable
hereunder. The
Default Payment shall be applied first to any fees due and payable
to the Holder
pursuant to the Notes , the Security Agreement and/or the Ancillary
Agreements,
then to accrued and unpaid interest due on the Notes and then to
the outstanding
principal balance of the Notes. The Default Payment shall be due
and payable
immediately on the date that the Holder has exercised its rights
pursuant to
this Section 2.3.
ARTICLE III
MISCELLANEOUS
3.1 Cumulative Remedies. The remedies under this Note shall be
cumulative.
3.2 Failure or Indulgence Not Waiver. No failure or delay on the
part of
the Holder hereof in the exercise of any power, right or privilege
hereunder
shall operate as a waiver thereof, nor shall any single or partial
exercise of
any such power, right or privilege preclude other or further
exercise thereof or
of any other right, power or privilege. All rights and remedies
existing
hereunder are cumulative to, and not exclusive of, any rights or
remedies
otherwise available.
3.3 Notices. Any notice herein required or permitted to be given
shall be
in writing and shall be deemed effective given (a) upon personal
delivery to the
party notified, (b) when sent by confirmed telex or
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