Attached files
file | filename |
---|---|
8-K - TEEN GLOW 8-K 04.09.10 - AMERICAN POWER CORP. | form8-k.htm |
EX-10.1 - EXHIBIT 10.1 - AMERICAN POWER CORP. | ex10_1.htm |
EX-10.5 - EXHIBIT 10.5 - AMERICAN POWER CORP. | ex10_5.htm |
EX-10.2 - EXHIBIT 10.2 - AMERICAN POWER CORP. | ex10_2.htm |
EX-10.6 - EXHIBIT 10.6 - AMERICAN POWER CORP. | ex10_6.htm |
EX-10.3 - EXHIBIT 10.3 - AMERICAN POWER CORP. | ex10_3.htm |
PROMISSORY
NOTE
$1,950,000 April
9, 2010
FOR VALUE
RECEIVED, undersigned, Teen Glow Makeup, Inc. (name change to American Power
Corp. in process), a Nevada corporation, hereby promises to pay to the order of
Russell B. Pace, Jr. ("Pace") the principal sum of One Million Nine Hundred
Fifty Thousand U.S. Dollars ($1,950,000), to be payable according to the
following schedule and terms.
1.
Principal payments shall be made in the following amounts on the following
dates:
a.
|
$200,000
on October 9, 2010.
|
b. $200,000
on April 9, 2011.
c.
|
$100,000
90 days following completion of the Reserve Study and Mining Plan by
undersigned as required by undersigned's agreement with Pace, but in no
event later than on April 9, 2012.
|
d.
|
$200,000
180 days following completion of the Reserve Study and Mining Plan by
undersigned as required by undersigned's agreement with Pace, but in no
event later than April 9, 2012.
|
e.
|
Commencing
on April 9, 2014, the remaining principal balance of One Million Two
Hundred Fifty Thousand U.S. Dollars ($1,250,000) shall be paid in eight
(8) equal quarterly installments plus all accrued interest on the unpaid
principal balance due on the date of each installment payment of
principal. Said quarterly installments of $156,250 each, plus the accrued
interest, shall .be
paid on April 9, 2014, July 9, 2014, October 9, 2014, January 9, 2015,
April 9, 2015, July 9, 2015, October 9, 2015 and January 9,
2016.
|
This Note
shall, bear interest at the rate of five percent (5%) per annum, but no interest
shall be due and payable by undersigned during the first two (2) years following
April 9, 2010. Interest shall commence to accrue starting on April 9, 2012, and
interest only payments of $15,625 each shall be paid quarterly on the ninth
(9th)
day of each following July, October, January and April of every year
through April 9, 2014 when thereafter quarterly interest payments are calculated
on unpaid principal balances through the end of each quarter.
3.
|
Undersigned
shall have the right to prepay all or any part of the principal balance at
any time without penalty.
|
4.
|
All
payments of principal and interest shall be made in cash by bank wire
according to bank wire instructions given by Pace to undersigned from time
to time.
|
5.
|
All
payments shall be first applied to interest and the balance to principal.
All prepayments shall be applied in reverse order of
maturity.
|
6.
|
This
Note is secured by a Mortgage of even date herewith (the "Mortgage") which
constitutes a first lien upon coal and other mineral rights located in
Judith Basin County, Montana.
|
7.
|
This
Note shall become due and payable at the option of the holder hereof,
immediately upon default in payment of any installment of principal or
interest payable hereunder, or any part thereof, or upon failure to comply
with any of the terms, covenants, conditions or agreements contained in
the Mortgage or other security instrument securing this Note, or upon the
dissolution or liquidation of the undersigned, or upon the filing by
undersigned of an assignment for the benefit of creditors, a petition in
bankruptcy or other relief under the Bankruptcy Code, or by suffering an
involuntary petition in bankruptcy or receivership not vacated within 30
days.
|
8.
|
The
undersigned agrees to pay all costs of collection, including reasonable
attorney and paralegal fees, if this Note is placed in the hands of an
attorney for collection after default, and hereby waives demand,
presentment for payment, protest, notice of protest, and notice of
dishonor.
|
9.
|
Waiver
by the holder hereof of any default by the undersigned shall not
constitute a waiver by the holder of a subsequent default. Failure by the
holder to exercise any right, power or privilege which he may have by
reason of a default by the undersigned, shall not preclude the exercise of
such right, power or privilege, so long as such default remains uncured or
if a subsequent default occurs.
|
10.
|
If
the coal or other mineral rights encumbered by the Mortgage, or any
portion thereof, or any interest therein, are sold, mortgaged, or conveyed
or become subject to an agreement to sell, mortgage, or convey prior to
the time this Note shall have been paid in full, then the entire balance
of principal and accrued interest hereunder shall at the option of the
holder hereof become immediately due and
payable.
|
11.
|
If
Buyer makes timely all payments provided for hereunder, and if Buyer
becomes entitled to receive
the 40% equity interest in JBM as provided for in paragraph 10.a.
of the Coal Buy and Sell Agreement between Buyer and JBM, this Promissory
Note for the remaining balance of $1,250,000 shall be
cancelled.
|
12.
|
This
note is made and executed under, and is in all respects to be governed by,
the laws of the State of Montana.
|
This Note
is being executed this 9th
day of April, 2010.
TEEN GLOW
MAKEUP, INC. (name change to American Power Corp. in process)
By: /s/ Johannes
Petersen
President
Undersigned
Maker
Signed in
the presence of:
/s/ Robin
Fleming
Witness