$_________ New York, New York
_______, 1998
PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned, U.S. AUTOMOTIVE MANUFACTURING, INC., a
Delaware Corporation having its principal place of business at 000 Xxxxxxx Xxxx,
Xxxxxxxxxxxx, Xxxxxxxx 00000 (together with its successors and permitted
assigns, the "Maker"), hereby promises to pay to the order of ________________,
(the "Payee") at_______________ or such other place designated in writing by the
holder of this Note, on _____ , 1999 (the "Maturity Date"), unless earlier
becoming due by reason of a Default (as defined herein), the principal amount of
____________________Dollars ($_______), together with accrued interest thereon
at the rate of ten and one half percent (10.5%) per annum. All payments under
this Note shall be made in money of the United States of America that is lawful
for the payment of public and private debts at the time such payment is due.
The principal of, and interest on, this Note may be prepaid, in whole or in
part, without premium or penalty. All payments hereunder, including prepayments,
shall be applied first to the payment of accrued and unpaid interest to the date
on which any such payment is made, then to the unpaid principal balance.
Notwithstanding anything to the contrary above if any voluntary or
involuntary proceeding shall be commenced by or against the Maker under any
chapter of the Federal Bankruptcy Code, or other law relating to bankruptcy,
bankruptcy reorganization, insolvency or relief of debtors applicable to Maker,
and such petition or proceeding is not dismissed within 90 days from the date on
which it is filed or instituted which default shall continue unremedied for a
period of 15 consecutive days after the receipt by Maker of written notice from
the holder of this Note specifying such default in reasonable detail (each a
"Default") then, in any such case, the principal amount, together with any
accrued and unpaid interest, less any permitted principal amounts previously
paid hereunder, shall become immediately due and payable by the Maker.
This Note shall be binding upon the Maker and its successors and permitted
assigns and shall inure to the benefit of the Payee and any of its successors
and assigns.
The Maker hereby agrees that subject to the terms of this Note, its
obligations hereunder shall be continuing, absolute and unconditional, and
without the benefit of any defense, claim, set-off, recoupment, abatement or
other right, existing or future, which the Maker may have against an Payee, or
any other entity, and shall remain in full force and effect until all the
obligations of the Maker hereunder have been discharged.
Anything in this Note to the contrary, notwithstanding, the Payee shall not
be permitted to charge, take or receive, and the Maker shall not be obligated to
pay, interest in excess of the maximum rate from time to time permitted by
applicable law.
If this Note is not paid when due and if it is placed with an attorney for
collection, the Maker agrees to pay all costs of collection, including
reasonable attorney's fees, which shall be added to the amount due under this
Note and recoverable with the amount due under this Note.
Except as otherwise permitted herein, Maker hereby waives diligence,
presentment for payment, demand, protest, notice of protest and additional
notice of any kind.
No forbearance, indulgence, delay or failure to exercise any right or
remedy with respect to this Note shall operate as a waiver, nor as an
acquiescence in any default, nor shall any single or partial exercise of any
right or remedy preclude any other or further exercise thereof or the exercise
of any other right or remedy.
This Note may not be modified or discharged orally, but only in writing
duly exxecuted by the holder thereof.
This Note shall be governed in all respects, including validity,
interpretation and effect by the laws of the State of [New York.]
Any notice required or permitted to be given hereunder shall be deemed to
have been duly given when received as follows:
If to the Maker: U.S. Automotive Manufacturing, Inc.
000 Xxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxxxx, President
With a copy to: Xxxxxx Xxxxxxxxxx LLP.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxxx, Esq.
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IN WITNESS WHEREOF, the Maker has caused this Note to be executed as of
this day of February, 1998.
U.S. AUTOMOTIVE MANUFACTURING, INC.
By:
Name:
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Title:
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