Exhibit 10.30
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US$1,000,000
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Date: November 19th, 2006 |
For value received, Borrower hereby promises to pay to the Lender, the principal sum of One
Million United States Dollars (US$1,000,000) (the “Principal Amount”), together with interest
thereon from the date of this Note on the unpaid principal balance (the “Interest” and together
with the Principal Amount, the “Loan Amount”). Interest shall accrue at the higher of (i) a rate of
LIBOR plus two percent (2%) per annum, compounded annually on the basis of a 365-day year and the
actual days elapsed from the date of this Note until paid as set forth below, or (ii) the interest
rate charged by the Bank in connection with the Loan. The terms and conditions of this note shall
be as follows:
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Repayment Schedule. The Loan Amount shall be due and payable on or before October 31,
2007 (the “Maturity Date”). |
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Repayment Terms. Payments of Principal Xxxxxx and/or Interest hereunder (as
applicable) shall be made in lawful money of the United States of America by cheque or by wire
transfer of immediately available funds to the account of the Lender as designated by such
Xxxxxx in writing prior to the date upon which such payment is due, against surrender of this
original Note by a Lender, marked as “satisfied and fully paid”. In addition, the Borrower
shall pay all expenses incurred by the holder of this note in connection with the payment of
the Loan Amount. |
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Prepayment. Notwithstanding the payments pursuant to Section 2, the Company at its
option shall have the right to prepay, with three (3) business days advance written notice, a
portion or all outstanding Principal Amount. The prepayment price shall be equal to the amount
of Principal Amount prepaid, plus accrued interest. |
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Assignment and Transfer. The terms and conditions of this Note shall inure to the
benefit of and be binding upon the respective successors and assigns of the parties. This
Note may be transferred only upon surrender of the original Note for registration of transfer,
duly endorsed, or accompanied by a duly executed written instrument of transfer in form
satisfactory to the Company. Thereupon, a new note for the same Principal Amount and Interest
will be issued to, and registered in the name of, the transferee. Interest and Principal
Amount are payable only to the registered holder of this Note. |
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Governing Law and Jurisdiction. This Note shall be governed by and construed in
accordance with the laws of the State of Delaware. Any dispute arising under or in relation to
this Note shall be exclusively resolved by the competent courts of New York, New York, and
each of the parties hereby irrevocably submits to the jurisdiction of such jurisdiction. The
Borrower hereby agrees, subject only to any limitation imposed by applicable law, to pay all
expenses, including reasonable attorneys’ fees and legal expenses, incurred by the holder of
this note in endeavoring to collect any amounts payable hereunder which are not paid when due
whether by declaration or otherwise. AS A MATERIAL INDUCEMENT FOR THE LENDER TO LOAN TO THE
COMPANY THE MONIES HEREUNDER, THE COMPANY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING RELATED IN ANY WAY TO THIS AGREEMENT AND/OR ANY AND ALL OF THE OTHER
DOCUMENTS ASSOCIATED WITH THIS TRANSACTION. |
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Default. Notwithstanding the above, any Principal Amount and Interest outstanding
will immediately become due and payable upon the occurrence of any of the following: |
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The Borrower’s failures to pay any Principal Amount or Interest when due provided,
however, that such failure remained uncured within fifteen (15) days from the due date; |
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b. |
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The Borrower breaches any material covenant or material term of this Note, and such
breach is not cured within fifteen (15) business days after notice of breach has been
received by the Borrower; |
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c. |
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Any person or entity files an application for, or an order is given by a competent
authority with respect to, the liquidation, administration, winding up, entry into
receivership, scheme of arrangement, re-organisation, dissolution or any other insolvency
proceedings of the Borrower, and such application is not withdrawn or set aside within
sixty (60) days (the Borrower, as the case may be, shall notify Lender within two (2)
business days of any such application); or |
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d. |
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The levy of an attachment or the institution of execution proceedings against the
whole or a substantial part of Borrower’s assets, where such attachment or execution
proceeding is not discharged within sixty (60) days (the Borrower, as the case may be,
shall notify Lender within two (2) business days of any such proceedings). |
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This Note may be executed in any number of counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument. Signature by facsimile shall be deemed an original signature. |
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b. |
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All notices or other communications hereunder shall be in writing and shall be
given in person, by registered mail (registered air mail if mailed internationally), by
an overnight courier service which obtains a receipt to evidence delivery, or by
facsimile transmission (provided that electronic confirmation of receipt is provided) to
the following addresses: |
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If to Company:
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Valentec Systems, Inc. |
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0000 Xxxx Xxxxxx |
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Minden, LA 71055 |
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Attention: Xxxxxx Xxxxx |
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Telephone: (000) 000-0000 |
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Facsimile: (000) 000-0000 |
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If to the Lender:
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Name: Xxxxx Ltd |
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Address: 0 Xxx xxxxxxxx, Xxxxxxx, Xxxxxx |
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Attention: Xx. Xxxx Xxxxx |
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Telephone: x000-0-0000000 |
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Facsimile: |
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All notices and other communications (a) delivered in person or by courier service shall
be deemed given as of the day of delivery, (b) transmitted by facsimile shall be deemed
given twenty-four (24) hours following transmission with confirmed answer back, and (c)
all notices and other communications sent by registered mail shall be deemed given five
(5) days after posting. |
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c. |
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The parties hereby expressly waive presentment, demand for payment, dishonor,
notice of dishonor, protest, notice of protest, and any other formality. |
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d. |
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Each of the Lender and the Borrower will execute all documents and take such other
actions as the other party may reasonably request in order to consummate the
transactions provided for herein and to accomplish the purposes of this Note. |
Issuer: VALENTEC SYSTEMS INC.
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