EXHIBIT 10.20
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE MAY NOT BE SOLD,
PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND OTHER APPLICABLE SECURITIES LAWS, OR A DETERMINATION SATISFACTORY TO THE
COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER APPLICABLE LAW.
PROMISSORY NOTE
$___________ _____________, 200___
FOR VALUE RECEIVED, GLOBAL ENERGY GROUP, INC., a Delaware corporation
("Maker"), promises to pay to the order of, GLOBAL ENERGY ACQUISITION GROUP
("Holder"), an Oklahoma limited liability company, or assigns, the sum of
_____________________ and ___/100 DOLLARS ($_________.__) together with interest
on the outstanding principal balance remaining unpaid from time to time until
paid at eight percent (8%) per annum.
1. PAYMENTS. The then unpaid principal amount of this Note, together with all
accrued and unpaid interest, shall be due and payable in full on the date (the
"Maturity Date") that is ninety (90) days after the date of this Note.
2. APPLICATION OF PAYMENTS. All payments shall apply first to accrued interest
and the remainder, if any, to reduction of principal as permitted herein.
3. PREPAYMENT. Prior to the Maturity Date, Maker shall have the right to prepay
any part or all of the principal of this Note at any time and from time to time,
in each case without prior consent of Holder and without penalty.
4. NO CONVERSION RIGHT. This Note is not convertible and does not confer upon
Holder, as such, any right whatsoever as a shareholder of Maker.
5. EVENTS OF DEFAULT. The occurrence of any events or conditions described in
this Section shall constitute an Event of Default hereunder:
a. Maker shall fail to make any payments of principal of or interest on
any amount due hereunder when due.
b. Maker shall default in connection with any agreement for borrowed
money or other credit with any creditor other than Holder which entitles said
creditor to accelerate the maturity thereof and such default is not cured within
the grace period provided thereunder or within 10 business days after such
default, whichever is later;
provided, however, that for such purposes, the default shall be deemed to occur
on the date the default event occurs without taking into account any grace
period provided in such other agreement or credit arrangement.
c. Maker shall file a voluntary petition in bankruptcy or a voluntary
petition or answer seeking liquidation, reorganization, arrangement,
readjustment of its debts, or for any other relief under the Bankruptcy Code, or
under any other act or law pertaining to insolvency or debtor relief, whether
state, Federal, or foreign, now or hereafter existing; Maker shall enter into
any agreement indicating its consent to, approval of, or acquiescence in, any
such petition or proceeding; Maker shall apply for or permit the appointment by
consent or acquiescence of a receiver, custodian or trustee of Maker for all or
a substantial part of its property; Maker shall make an assignment for the
benefit of creditors; or Maker shall be unable or shall fail to pay its debts
generally as such debts become due, or Maker shall admit, in writing, its
inability or failure to pay its debts generally as such debts become due.
d. There shall have been filed against Maker an involuntary petition in
bankruptcy or seeking liquidation, reorganization, arrangement, readjustment of
its debts or for any other relief under the Bankruptcy Code, or under any other
act or law pertaining to insolvency or debtor relief, whether State, Federal or
foreign, now or hereafter existing; Maker shall suffer the involuntary
appointment of a receiver, custodian or trustee of Maker or for all or a
substantial part of its property or an action for such appointment shall be
commenced against Maker; or Maker shall suffer the issuance of a warrant of
attachment, execution or similar process against all or any substantial part of
the property of Maker or an action seeking the issuance of such a warrant,
execution or similar process shall be commenced against Maker.
e. One or more judgments or decrees shall be entered against Maker
involving in the aggregate a liability (not paid or fully covered by insurance)
of $25,000 or more and the same is not stayed, fully bonded off or cured within
ten (10) days thereafter.
6. ACCELERATION. Upon the occurrence of any Event of Default (as defined herein)
the whole indebtedness (including principal and accrued interest) remaining
unpaid, shall, at the option of Holder, become immediately due, payable, and
collectible.
7. NO WAIVER BY HOLDER. No delay or failure on the part of Holder in exercising
any power or right under this Note shall operate as a waiver of any power or
right, nor shall any single or partial exercise of any power or right preclude
further exercise of that power or right. The rights and remedies specified in
this Note are cumulative and not exclusive of any right or remedies that Holder
may otherwise possess.
8. WAIVER OF PRESENTMENT, COLLECTION COSTS, ETC. Maker waives presentment for
payment, protest, notice of dishonor or default and notice of protest and
nonpayment of this Note. Should it become necessary to collect this Note through
an attorney, by legal proceedings, or otherwise, Maker promises to pay all costs
of
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collection, including costs incurred in connection with probate proceedings or
bankruptcy or other creditors' rights proceedings. Such costs of collection
shall in all cases include the reasonable fees and disbursements of attorneys,
paralegals or other legal advisors, whether prior to or at trial, or in
appellate proceedings.
9. ASSIGNMENT. The provisions of this Note bind, and are for the benefit of, the
respective successors and assigns of Xxxxxx, jointly and severally. This Note
may not be assigned by Maker without the written consent of Xxxxxx.
10. NOTICES. All notices, requests, demands and other communications which are
required or may be given hereunder shall be in writing and shall be deemed to
have been duly given when received if personally delivered; when transmitted if
transmitted by telecopy or similar electronic transmission method; one day after
it is sent, if sent by recognized expedited delivery service; and five days
after it is sent, if mailed, first class mail, postage prepaid and telecopies
simultaneous with such mailing. In each case notice shall be sent to the address
set forth in the books and records of Maker or to such other address as such
party shall have specified by notice in writing to the other parties.
11. APPLICATION OF OKLAHOMA LAW. This Note, and the application or
interpretation thereof, shall be governed exclusively by its terms and by the
laws of the State of Oklahoma.
12. NO SECURITY. This Note is not secured.
13. WARRANTS. As an inducement to Holder to make the loan with respect to this
Note is being issued, Maker shall issue to Holder, simultaneously with the
issuance of this Note, warrants to purchase up to ______________ [8 times the
dollar amount of this Note] shares of Maker's Common Stock at an exercise price
of $0.10 per share, said warrant to be immediately exercisable from the date
thereof for a period of seven years.
IN WITNESS WHEREOF, Xxxxx has executed and delivered this Note the date
stated above.
GLOBAL ENERGY GROUP, INC.
By:
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Name:
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Its:
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