MORNINGSTAR CORPORATION CONVERTIBLE DEBENTURE (the “Debenture")
MORNINGSTAR
CORPORATION
______________________________________
(the
“Debenture")
PRINCIPAL: $822,273
(U.S.)
INTEREST: 6%
Per Annum
DUE
DATE: October
24, 2005
ISSUE
DATE: October
24, 2008
LENDER: GLOBAL
DEVELOPMENTS INC.
LENDER
ADDRESS: Suite
000 - 000 Xxxx Xxxxxxxx
Vancouver,
BC
V6C
2W2
WITH
THE TERMS AS FOLLOWS:
FOR
VALUE RECEIVED,
MORNINGSTAR
CORPORATION
(the
“Company”),
HEREBY
ACKNOWLEDGES ITSELF INDEBTED TO THE
AFORESTATED LENDER
(the
“Lender”),
AND
THE COMPANY PROMISES TO PAY TO THE LENDER, in
the
manner and at the times set forth herein in accordance with the stated terms,
the aggregate
Principal
(the
“Principal”,
also
called the "Loan")
sum of
Eight
Hundred Twenty-Two Thousand Two Hundred Seventy-Three Dollars ($822,273 U.S.)
and Interest, and other costs as set forth herein, in
lawful
money of the United States of America.
The
effective date (the "Effective
Date")
of
this Debenture shall be the aforestated Issue Date and the due date (the
"Due
Date")
for
the payment of all Principal shall be January 27, 2008, unless accelerated
due
to default not cured or waived by the terms hereof, and such accelerated date
shall thereupon be the Due Date.
This
Debenture is specifically acknowledged to be a continuing security for all
indebtedness of the Company outstanding from time-to-time, including for all
re-advances after any payments of Principal, partial or otherwise, until
discharged by the Lender in writing.
This
Debenture is enforceable and actionable in accordance with the laws of and
in
the jurisdiction of the Company and the Company waives any and all defenses
to
the enforcement hereof and attorns without reservation or defense to execution
hereof (except the defense of payment) and to any judgment, reciprocating or
otherwise.
1. Interest
This
Debenture will bear interest (the “Interest”)
at
six
(6%) percent per annum,
calculated annually and the Interest shall be payable annually (on each
anniversary of the Effective Date) in arrears. After the Due Date Interest
shall
continue at 6% per annum but shall be capitalized monthly when unpaid.
2. Payment
of Principal and Interest
The
Principal will be due and payable by the Company to the Lender in the following
manner:
|
(a)
|
the
Principal shall be paid on the Due Date, and any acceleration thereof;
and
|
|
(b)
|
in
the event that the Principal and Interest has been reduced by an
exercise
of the Conversion Option (as defined below) then the reduced Principal
and
Interest shall be considered paid and discharged.
|
3. Conversion
Terms of this Debenture
The
Lender shall have the option during the term of this Debenture, and any
extension thereto, to convert (the "Conversion
Option")
the
Principal and Interest unpaid into common shares (the "Shares”)
of the
Company at the following conversion rates:
|
(a)
|
The
Conversion rate should be at a rate of $0.50 US per
Share;
|
Fractional
shares will not be issued on any conversion but, in lieu thereof, the Company
will make a cash payment.
The
right
to convert the Debenture may be exercised by the Lender by the delivery of
a
notice of exercise of the Conversion Option, which must be exercised in full
as
to any unpaid Principal as to each Debenture in this series tendered for
conversion. Subject to regulatory delays reasonably acceptable to the Lender,
the Shares shall be delivered within ten (10) days of notice of exercise and
subject to the least restriction available under appropriate regulatory laws.
4. Replacement
of Prior Encumbrances and Release of Security
It
is
hereby agreed and acknowledged by the Company and the Lender that this security
shall replace and supersede any preceding agreements and contracts of security
respecting the Principal and Interest.
Upon
payment of the Principal (whether by payment in cash or by conversion to Shares)
and payment of Interest, the Lender shall provide the Company, at its request,
with all such discharges, releases and acknowledgments of payment as the Company
may reasonably require and request to evidence such payment and to discharge
the
within security and any registration in respect thereto.
TO
HAVE AND TO HOLD
the same
unto the use of the Lender, and the Lender’s successors and assigns, upon and
subject to the terms and conditions herein set forth.
This
Debenture is issued subject to and with the benefit of the conditions annexed
hereto, which are to be deemed part of it.
IN
WITNESS WHEREOF
the
Company has caused its duly authorized officer to execute these terms effective
on the Effective Date.
MORNINGSTAR
CORPORATION
Per:
Authorized
Signatory
GLOBAL
DEVELOPMENTS INC
Per:
Authorized
Signatory
