SECURED PROMISSORY NOTE
| $____________ |
____________,
2007
|
FOR
VALUE RECEIVED,
the
undersigned, KARAT
PLATINUM LLC, (the
“Maker”), promises to pay to SENTRA
CONSULTING CORP.,
(the
“Payee”), on or before _______________ from the date of this Note (the “Payment
Date”) the principal sum of ______________________ and 00/100 ($_____________)
Dollars (the “Principal Amount”), and all interest accrued thereon as provided
herein.
Interest
shall accrue on the unpaid balance of the Principal Amount at a rate of ______
percent (___%) per _______ (the “Interest Rate”). All interest payable hereunder
shall be computed on the basis of actual days elapsed and shall be due and
payable on the Payment Date.
Maker
shall have the right to prepay all or any portion of the outstanding Principal
Amount and accrued interest thereon at any time without penalty or premium.
All
payments hereunder when paid shall be applied first to the payment of all
accrued interest and the balance shall be applied to the Principal
Amount.
This
Note
shall be secured by all of Maker's right, title and interest, in and to any
and
all assets of Maker, whether now existing or hereafter arising or acquired,
wherever located, together with all attachments, accessions and equipment now
or
hereafter affixed thereto or used in connection therewith, all substitutions
and
replacements thereof, all supporting obligations thereof, and all proceeds
thereof, as provided pursuant to the General Security Agreement, dated July
11,
2007, as amended, and incorporated herein by reference.
Notwithstanding
any provision contained herein, the total liability of Maker for payment of
interest pursuant hereto, including late charges, shall not exceed the maximum
amount of such interest permitted by law to be charged, collected, or received
from Maker, and if any payments by Maker include interest in excess of such
a
maximum amount, Payee shall apply such excess to the reduction of the unpaid
principal amount due pursuant hereto, or if none is due, such excess shall
be
refunded.
1. Events
of Default.
In case
one or more of the following events (each, an “Event 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. Default
in the payment, when due or declared due, of any principal or interest payments
hereunder.
b. Maker
makes a general assignment for the benefit of creditors; or, in the absence
of
such application, consent, acquiescence or action, a trustee, receiver or other
custodian is appointed for Maker; or for a substantial part of the property
of
Maker; or any bankruptcy, reorganization, debt arrangement or other proceeding
under any bankruptcy or insolvency law, or any dissolution or liquidation
proceeding, is authorized or instituted by, or instituted against, Maker; or
any
warrant of attachment or similar legal process is issued against any substantial
part of the property of Maker.
c. Any
representation or warranty made by Maker under this Note shall be untrue or
misleading in any material respect when made.
d. Maker
shall have breached any of its covenants and agreements hereunder.
then,
in
each case where an Event of Default occurs, the Payee, by notice in writing
to
Maker shall inform Maker of such Event of Default and if such default is not
cured within seven (7) business days from the date such notice is received
by
Maker, then Payee, may, at its option, declare the outstanding Principal Amount
to be due and payable immediately, and upon any such declaration the same shall
become immediately due and payable.
2.
General.
a. This
Note
shall be binding upon and inure to the benefit of and be enforceable by the
respective successors and assigns of the Maker and Payee.
b. All
notices, requests, claims, demands and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been duly given
if delivered in person, overnight courier prepaid, or mailed by prepaid first
class registered or certified mail, postage prepaid, return receipt requested
to
the respective parties at the following addresses (or at such other address
for
a party as shall be specified in a notice given in accordance with this
Section):
| (a) |
If
to the Maker:
|
|
Karat
Platinum LLC
|
|
|
00
Xxxxxx Xxxxxx
|
|
|
Inwood,
New York 11096
|
|
|
Attention:
Chief Executive Officer
|
|
|
(b)
|
With
copies to:
|
|
Horowtiz
& Riser
|
|
|
00
Xxxxx Xxxxxx
|
|
|
New
York, NY 10004
|
|
|
Attention:
Xxx Xxxxx, Esq.
|
|
(c)
|
If
to Payee:
|
|
000
Xxxxxxx Xxxxxx, Xxxxx 000
|
|
|
Cedarhurst,
New York 11516
|
|
|
Attention:
Chief Executive Officer
|
|
|
(c)
|
With
copies to:
|
|
Xxxxx
Xxxxx & Associates, PLLC
|
|
|
00
Xxxx Xxxxxxxxx Xxxxxx
|
|
|
Valley
Stream, NY 11580
|
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Attn:
Xxxxx Xxxxx, Esq.
|
All
such
notices, requests and other communications will (i) if delivered personally
to
the address as provided in this Section, be deemed given upon delivery, (ii)
if
delivered by overnight courier to the address as provided in this Section,
be
deemed given on the earlier of the first business day following the date sent
by
such overnight courier or upon receipt or (iii) if delivered by mail in the
manner described above to the address provided in this Section, be deemed given
on the earlier of the third business day following mailing or upon
receipt.
c. This
Note
is to be governed by and construed in accordance with the laws of the State
of
New York. In any action brought under or arising out of this Note, the Maker
hereby consents to the in personam jurisdiction of any state or federal court
sitting in New York, New York, waives any claim or defense that such forum
is
not convenient or proper, and consents to service of process by any means
authorized by New York law.
d.
Maker
hereby waives presentment, demand for payment, protest, and all other demands
and notices in connection with the delivery, acceptance, performance and
enforcement of this Note and authorizes Payee, without notice or further
consent, to grant extensions of time in the payment of any monies under this
Note, and to waive compliance of any provision of this Note.
e. In
the
event of a default in the payment of this Note, Maker shall pay Payee's and
expenses of collection, including attorneys’ fees and costs.
IN
WITNESS WHEREOF, the undersigned has duly executed this Note on the date first
set forth above.
|
KARAT
XXXXXXXXX LLC
|
|
|
By:
|
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|
Name:
|
|
|
Title:
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