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REVOLVING PROMISSORY NOTE
$1,500,000.00 Houston, Texas June 28, 2011
The undersigned, WINTEC PROTECTIVE SYSTEMS, INC., a Texas corporation,
whose address for the purposes of this Note is 14027 Memorial Drive, Suite 241,
Houston, Texas 77079-6826 (hereinafter called "Maker"), for value received,
without grace, in the manner, on the dates and in the amounts herein stipulated,
promises to pay MEDINA INTERNATIONAL HOLDINGS, INC., a California corporation,
or any subsequent holder or holders of this Note (hereinafter called "Payee"),
at 1802 Pomona Rd., Corona, CA 92880, or at such other place as the holder of
this Note may hereafter designate, the sum of One Million Five Hundred Thousand
and No/100 Dollars ($1,500,000.00), or so much thereof as may be advanced
hereunder, in lawful money of the United States of America, at the interest rate
herein specified.
The unpaid principal balance from time to time outstanding hereunder
shall bear interest from and after the date hereof until maturity at one percent
(1.00%) per annum. Interest on this Note shall be computed on the basis of a
365-day (or 366-day, as the case may be) year for the actual number of days
elapsed.
Payments on the principal balance of this Note and any accrued but
unpaid interest may be made by Maker at such times and in such amounts as Maker
may determine, in its sole discretion. Notwithstanding the foregoing, the unpaid
principal balance of this Note, and all accrued but unpaid interest thereon,
shall be due and payable in full on the four (4) year anniversary of this Note.
All past due principal and interest on this Note shall bear interest
from the maturity date thereof until the date of payment at the Maximum Rate.
The term "Maximum Rate" shall mean the rate of ten percent (10.00%) per annum.
It is expressly agreed that this Note evidences a revolving line of
credit, the maximum principal amount of which line of credit shall not exceed
One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00).
Accordingly, at all times, the total of all advancements of principal recorded
on Schedule A attached hereto, less all payments of principal recorded on such
schedule, shall not exceed such amount. It is contemplated that the principal of
this Note may be advanced to Maker in a series of advancements to be made from
time to time in the sole and absolute discretion of the Maker. The amounts of
the advances and payments recorded by Payee on the reverse hereof or on such
schedule shall be binding upon Maker as to the amount owed by Maker. This Note
may be paid in full from time to time, but shall nevertheless remain in full
force and effect to evidence any advances made under such revolving line of
credit after any such payment in full.
In the event that the unpaid principal amount hereof at any time, for
any reason, exceeds the maximum amount hereinabove specified, Maker covenants
and agrees to pay the excess principal amount forthwith upon demand; such excess
principal amount shall in all respects be deemed to be included among the loans
or advances made pursuant to the other terms of this Note and shall bear
interest at the rates hereinabove stated.
Maker reserves the right of prepaying the principal of this Note, in
full or in part, at any time without the payment of any prepayment premium or
fee. Interest accrued but unpaid with respect to any amount prepaid shall be due
and payable on the date of such prepayment. Payee or any other holder hereof
may, at its option, apply any regularly scheduled payments or prepayments
received by it hereunder to the payment of accrued but unpaid interest and/or
principal, in any order, manner or proportion which it deems appropriate.
It is expressly agreed and understood that time is of the essence
concerning this Note, and that:
(i) if default shall be made in any payment of principal or
interest on this Note or on any other note or notes executed by Maker
and held by the holder hereof (whether payable directly to the holder
hereof or acquired by the holder hereof from any third party) as the
same shall become due and payable;
(ii) if there is a default in any of the terms, covenants,
agreements, conditions or provisions set forth in any agreement,
instrument or document given to secure this Note or executed in
connection with this Note;
(iii) should either Maker or any acceptor, endorser, surety,
guarantor, accommodation party or other person now or hereafter
primarily or secondarily liable upon or for the payment of all or any
part of this Note (each such person being hereinafter referred to as an
"other liable party") become insolvent or commit an act of bankruptcy
or make an assignment for the benefit of creditors or authorize the
filing of a voluntary petition in bankruptcy, or should a receiver of
any of the property of Maker or any other liable party be appointed;
(iv) should involuntary bankruptcy proceedings be filed or
threatened against Maker or any other liable party;
(v) if a writ or order of attachment or garnishment shall
be issued or made against any property of the Maker or any other liable
party; or
(vi) if Maker or any other liable party (if not a natural
person) shall be dissolved, wound up, liquidated or otherwise
terminated, or becomes a party to any merger or consolidation without
the written consent of the holder hereof, or if Maker or any other
liable party shall sell all or substantially all of its assets or
equity without the written consent of the holder hereof;
then in any such event the holder hereof, after providing Maker written notice
of such default and five (5) business days to cure or remedy such default, at
its option, may declare the entirety of this Note and/or any other note or notes
executed by Maker and held by the holder hereof (whether payable directly to the
holder hereof or acquired by the holder hereof from any third party), together
with all accrued but unpaid interest hereon and/or thereon, immediately due and
payable, without any future notice, protest, demand, presentment, notice of
intent to accelerate or notice of acceleration, all of which are hereby
expressly and specifically waived by Maker and all other liable parties, and
failure to exercise said option shall not constitute a waiver on the part of the
holder hereof of the right to exercise said option at any other time. In such
event, the holder of this Note may, in addition to any other remedies available
to it: (i) foreclose all liens securing payment hereof; (ii) pursue any and all
other rights, remedies and recourses available to it; or (iii) pursue any
combination of the foregoing.
If this Note is not paid at maturity, however such maturity may be
brought about, and said Note is placed in the hands of an attorney for
collection or if collection by suit or through the probate court, bankruptcy
court, or by any other legal or judicial proceeding is sought, Maker agrees to
pay all expenses incurred, including reasonable attorneys' fees, all of which
shall become a part of the principal hereof.
Maker and each and all other liable parties, expressly and
specifically, (i) severally waive grace, presentment and demand for payment,
notice of intent to accelerate and notice of acceleration, notice of dishonor,
protest and notice of protest, and notice of nonpayment, and any and all other
notices, the filing of suit and diligence in collecting this Note, except for
any notice and cure opportunities provided in this Note, (ii) severally agree
that the holder hereof shall not be required first to institute suit or exhaust
its remedies hereon against Maker or other parties liable hereon or to enforce
its rights against them in order to enforce payment of this Note by any of them,
and (iii) severally agree to any extension or postponement of time of payment of
this Note and to any other indulgence with respect hereto without notice thereof
to any of them.
The invalidity, or unenforceability in particular circumstances, of any
provision of this Note shall not extend beyond such provision or such
circumstances and no other provision of this Note shall be affected thereby.
It is the intention of Maker and Payee to conform strictly to
applicable usury laws. Accordingly, notwithstanding any provision to the
contrary in this Note, the aggregate of all interest and any other charges or
consideration constituting interest under applicable usury law that is taken,
reserved, contracted for, charged or received under this Note, or otherwise in
connection with this loan transaction, shall under no circumstances exceed the
maximum amount of interest allowed by the usury law applicable to this loan
transaction. If any excess interest charge or consideration in such respect is
taken, reserved, contracted for, charged, received or provided for, or shall be
adjudicated to be so taken, reserved, contracted for, charged, received or
provided for in this, whether by the terms of this Note or because the maturity
of the indebtedness evidenced by this Note is accelerated for any reason, or in
the event of any required or permitted prepayment, then in any such event (a)
the provisions of this paragraph shall govern and control, (b) neither Maker nor
Maker's heirs, executors, administrators, legal representatives, successors or
assigns or any other liable party shall be obligated to pay the amount of such
interest to the extent that it is in excess of the Maximum Rate, (c) any excess
shall be deemed a mistake and cancelled automatically and, if theretofore paid,
shall be credited on this Note by the holder hereof (or if this Note shall have
been paid in full, refunded to Maker) and (d) the effective rate of interest
shall be automatically subject to reduction to the Maximum Rate allowed as the
usury law may now or hereafter be construed by courts of appropriate
jurisdiction. Without limiting the foregoing, all calculations of the rate of
interest taken, reserved, contracted for, charged, received or provided for
under this Note which are made for the purpose of determining whether the
interest rate exceeds the Maximum Rate shall be made, to the extent allowed by
law, by amortizing, prorating, allocating and spreading in equal parts during
the period of the full stated term of the loan evidenced hereby, all interest at
any time taken, reserved, contracted for, charged, received or provided for
under this Note.
This Note represents monies advanced or to be advanced by Payee and
paid to Maker at its special instance and request.
All payments or prepayments made under this Note shall be made to the
holder hereof no later than 12:00 p.m., Central Standard Time, in same day
funds. Any payment received by the holder hereof after such time shall be
considered for all purposes (including the calculation of interest) as having
been made on the next succeeding day that the holder is open for business. If
any payment or required prepayment of principal or interest shall become due on
a day that is not a day on which the holder hereof is open for business, such
payment shall be due on the next succeeding day that the holder hereof is open
for business and such extension of time shall be included in computing interest
due with respect to such payment. A check, draft, money order, or other
instrument given in payment for any payment or prepayment made hereunder may be
accepted by the holder hereof and handled for collection in the customary
manner, but the same shall not constitute payment hereunder or diminish any
rights of such holder except to the extent that actual cash proceeds of such
instrument are unconditionally and irrevocably received by the holder.
This Note has been executed and delivered in Houston, Harris County,
Texas and Maker and each other liable party irrevocably agrees that any legal
proceedings concerning or arising in connection with the indebtedness evidenced
by this Note shall be brought in the district courts of Harris County, Texas or
the United States District Court for the Southern District of Texas, Houston
Division, and each of them jointly and severally waive the right to sue or to be
sued elsewhere. This Note shall be governed by and construed in accordance with
the laws of the State of Texas (except for Texas Finance Code, Ch. 346, which
regulates certain revolving credit loan accounts and revolving tri-party
accounts) and the applicable laws of the United States of America. Unless
changed in accordance with law, the applicable Maximum Rate under Texas law
shall be the indicated (weekly) rate ceiling from time to time in effect as
provided in Texas Finance Code ss.303.003, as amended.
Maker represents and warrants to Payee and all other holders of this
Note that all loans evidenced by this Note are and will be for business,
commercial, investment or other similar purpose and not primarily for personal,
family, household or agricultural use, as such terms are used in Chapter One of
the Texas Credit Code.
MAKER:
WINTEC PROTECTIVE SYSTEMS, INC.,
a Texas corporation
By: ________________________________
Robert Doherty
Chief Executive Officer
SCHEDULE A
ADVANCES AND PAYMENTS OF PRINCIPAL AND INTEREST
Unpaid Principal
Balance of Loan
Amount of Advance Principal Paid or Amount of Notation Made
Date Prepaid Interest paid By
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