Attached files
Paneltech
International, L.L.C.
Promissory
Note
December
18,
2009 $206,347.20
Paneltech
International, L.L.C., a Washington limited liability company (together with its
successors and assigns, the “Issuer”), for value received, hereby promises to
pay to the order of the L.D. Nott Company, a Washington corporation having an
address of 114 First Avenue, Aberdeen, WA 98520 (together with its
successors, transferees and assigns, the “Noteholder”) the principal sum of Two
Hundred Six Thousand Three Hundred Forty-Seven Dollars and Twenty Cents
($206,347.20) (the “Note Amount”), together with any applicable interest thereon
as provided in this promissory note (this “Note”).
1. Interest. Beginning
on March 23, 2010, the outstanding Note Amount on this Note shall bear
non-compounded simple interest at a rate equal to twelve percent (12%) per annum
(“Interest”). On March 23, 2010 and on the same date every month for the
next eleven months immediately thereafter, or until any outstanding Note Amount
together with accrued but unpaid Interest has been paid in full, the Issuer
shall pay to Noteholder, together with any accrued but unpaid Interest, an
amount equal to one-twelfth (1/12th) of the unpaid Note Amount on March 23,
2010, plus accrued but unpaid Interest.
2. Distribution. This
Note is being issued in consideration of certain membership distributions that
were owed by the Issuer to the Noteholder.
3. Prepayment. The
Issuer may at its option, at any time or from time to time, prepay this Note
(and accrued Interest), in whole or in part, without premium or penalty. Any
such optional prepayment shall be applied to reduce the unpaid Note Amount
monthly installments, in direct order of maturity.
4. Issuer
Register. The Issuer shall keep a register at its principal
place of business (the “Register”) in which it shall enter the Noteholder’s name
and address as set forth above. For the purpose of paying principal and any
interest on this Note, the Issuer shall be entitled to rely on the name and
address in the Register.
5. Transfer. This
Note is neither assignable nor transferable by the Noteholder without the
Issuer’s prior written consent.
6. No
Waiver. No failure by the Noteholder to exercise, and no delay
in exercising, any right hereunder shall operate as a waiver thereof; nor shall
any single or partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right. The
remedies provided herein are cumulative and not exclusive of any remedies
provided by law.
7. Acceleration. In
case one or more of the following events (“Events of Default”) (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be 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) shall have occurred and be
continuing:
(a) failure
by the Issuer to pay all or any part of the Note Amount within ten (10) business
days after the same shall become due and payable; or
(b) failure
by the Issuer to pay all or any part of the interest on this Note within ten
(10) business days after the same shall become due and payable; or
(c) the
Issuer becomes the subject of any voluntary bankruptcy, insolvency or similar
proceeding, or any involuntary bankruptcy, insolvency or similar proceeding not
stayed or dismissed within sixty (60) days of filing,
1
then: (i)
except in the case of an Event of Default specified in Section 7(c) hereof, the
Noteholder, by notice in writing to the Issuer, may declare the aggregate Note
Amount to be due and payable immediately, and upon any such declaration the same
shall become immediately due and payable and (ii) if an Event of Default
specified in Section 7(c) occurs, the Note Amount shall become and be
immediately due and payable without any declaration or other act on the part of
the Noteholder.
8. No
Action. The Issuer shall not by any action, including, without
limitation, amending its certificate of formation through any reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, winding up, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Note, but will at all times in good faith assist in the carrying out of
all such terms and in the taking of all such actions as may be reasonably
necessary or appropriate to protect the rights of the Noteholder against
impairment.
9. Costs;
Expenses. Should the Noteholder initiate an action to enforce
the provisions of this Note, then the prevailing party in such action, as
determined by the court, agency, tribunal or other body with jurisdiction over
the action, shall be reimbursed its reasonable fees and out-of-pocket expenses
of counsel in connection with such action.
10. Amendment. This
Note may only be amended by a written instrument or instruments executed by both
the Issuer and the Noteholder.
11. Waivers. The
Issuer hereby waives any requirements of demand, presentment for payment, notice
of dishonor, notice of protest and protest.
12. Governing Law;
Forum. This agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the state of New York without
reference to the choice of laws provisions thereof. Any action, suit
or proceeding initiated by any party hereto against any other party hereto under
or in connection with this Note shall be brought in any state or federal court
in the State of New York. Each party hereto submits itself to the exclusive
jurisdiction of any such court, waives any claims of forum non conveniens and
agrees that service of process may be effected on it by the means by which
notices are to be given pursuant to this Note.
13. Notices. All
notices (including other communications required or permitted) under this Note
must be in writing and must be delivered (a) in person, (b) by registered or
certified mail, postage prepaid, return receipt requested, (c) by a generally
recognized courier or messenger service that provides written acknowledgment of
receipt by the addressee or (d) by facsimile or other generally accepted means
of electronic transmission with a verification of delivery. Notices
are deemed delivered when actually delivered to the address for
notices. Notices to the Noteholder must be given to its last known
address appearing on the Register and notices to the Issuer must be given at its
principal place of business. Any party may furnish, from time to time, other
addresses for notices to it.
[Signature
Page Follows]
2
IN
WITNESS WHEREOF, Issuer has caused this Note to be executed by its officer
thereunto duly authorized as of the date first above written.
|
PANELTECH
INTERNATIONAL, L.L.C.
|
||||
|
By:
|
/s/ Leroy Nott | |||
|
Name:
|
Leroy
Nott
|
|||
|
Title:
|
President
|
|||
3