Attached files
Exhibit 10.19
SECURED PROMISSORY NOTE
$1,780,000.00 December 23, 2010
FOR VALUE RECEIVED, CHINA AMERICA HOLDINGS, INC., a Florida corporation (the “Company”) (the “Borrower”), hereby unconditionally promise to pay to the order of Glodenstone Development Limited, a British Virgin Island company (the “Lender”) at the location designated by Lender, in lawful money of the United States of America the principal sum of $1,780,000.00, together with interest on the unpaid principal amount outstanding at a rate of 5% per annum. All outstanding principal and interest accrued and unpaid on this Secured Promissory Note shall be payable in full no later than the earlier of (the “Maturity Date”) (i) May 31, 2011 or (ii) the date of closing on the Lender’s purchase of the Borrower’s 56.08% ownership interest in Shanghai AoHong Chemical Co., Ltd., a Chinese company (“Shanghai AoHong”).
Section 1: Interest
Simple interest shall accrue during the term of this loan and shall be payable in full on the Maturity Date.
Section 2: Principal
The $1,780,000.00 principal amount of this Secured Promissory Note is due on the Maturity Date.
Section 3: Maturity
Subject to the terms and conditions hereof, the principal amount of this Secured Promissory Note plus the accrued interest shall be due and payable as stipulated in Sections 1 and 2 of this Secured Promissory Note on the Maturity Date, and shall be paid by the Borrower in cash, check, money order or by wire transfer.
Section 4: Security
As collateral security for the payment of this Secured Promissory Note, Borrower hereby collaterally assigns to Lender the 56.08% ownership interest in Shanghai Aohong (the “Collateral”). Borrower shall deliver to Lender a share Pledge Agreement for the Collateral signed by an authorized officer of Borrower and such other documentation as may be reasonably requested by Lender in order to secure its interest in the Collateral.
Section 5: Default
In the event Borrower does not satisfy payment due as stipulated in Sections 1 and 2 and fully, faithfully, and punctually perform all of its obligations hereunder, Borrower will be in default of this Secured Promissory Note. In the event of default by the Borrower, Lender may, at its option, (i) declare the entire unpaid principal balance of this Secured Promissory Note together with accrued and unpaid interest immediately due and payable; (ii) sell the Collateral in a private or public sale with written notice to Borrower and apply the proceeds of the sale of the Collateral towards repayment of the Borrower’ obligations under this Secured Promissory Note; and (iii) pursue any other remedy available to Lender at law or in equity.
This Secured Promissory Note has not been registered under the Securities Act of 1933. The Lender acknowledges that Lender is acquiring the securities represented hereby for investment and not with a view to distribution of the securities held as Collateral.
The Borrower and all endorsers, sureties and guarantors now or hereafter becoming parties hereto or obligated in any manner for the debt represented hereby, jointly and severally waive demand, notice of non-payment and protest and agree that if this Secured Promissory Note goes into default and is placed in the hands of an attorney for collection or enforcement of the undersigned's obligations hereunder, to pay attorney's fees and all other costs and expenses incurred in making such collection, including but not limited to attorney's fees and costs on appeal of any judgment or order.
This Secured Promissory Note shall be governed by and construed in accordance with the laws of the State of Florida and shall be binding upon the successors, assigns, heirs, administrators and executors of the Company and inure to the benefit of the Lender, its successors, endorsees, assigns, heirs, administrators and executors.
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CHINA AMERICA HOLDINGS, Inc.
By: /s/ Shaoyin Wang
Shaoyin Wang, Chief Executive Officer
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