PROMISSORY NOTE
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From
SkyTex International, Inc.
a Nevada corporation
to the Order of
XXX XXX COMPANY, INC.,
a California corporation
October 1, 1998
October 1, 1998 $260,000.00
PROMISSORY NOTE
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FOR VALUE RECEIVED, the undersigned SKYTEX INTERNATIONAL, INC., a
Nevada corporation (the "Borrower") promises to pay to the order of XXX XXX
COMPANY, INC., a California corporation (the "Lender") at the Lender's offices
at 000 Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, 00000 or at such other place
as the Lender may from time to time designate, the principal sum of Two Hundred
Sixty Thousand Dollars ($260,000.00), or so much of the principal sum of this
Promissory Note as has been advanced to the Borrower pursuant to the provisions
of this promissory note (the "Promissory Note") and certain documents and
writings executed and delivered to the Lender by the Borrower and other
signatory parties (the "Loan Documents") in connection with the obligation
evidenced herein (the "Loan"), together with interest thereon at the rate
hereafter specified and any and all other sums which may be owing to the Lender
by the Borrower under this Promissory Note, on December 31, 1999 (the "Maturity
Date"). which is the final and absolute due date of this Promissory Note,
subject to acceleration as herein set forth. The following terms shall apply to
this Promissory Note.
Section 1. INTEREST RATE. For the period from the date hereof until all
sums due hereunder, whether principal, interest, penalties, fees or other sums
have been paid in full, interest shall accrue on the disbursed and unpaid
principal balance of each Advance under this Promissory Note at the fixed rate
of twelve percent (12%) per annum.
Section 2. CALCULATION OF INTEREST. Interest shall be calculated on the
basis of a three hundred and sixty (360) days per year factor applied to the
number of actual days elapsed.
Section 3. TERM. The term of this Promissory Note shall be for a period
(the "Term") extending from the date of this Promissory Note and continuing
until the Maturity Date, which Maturity Date is subject to acceleration as set
forth herein.
Section 4. REPAYMENT. For the period from the date of this Promissory
Note until and including January 1, 1999, this Promissory Note shall be repaid
in monthly installments of accrued interest only, in the amount of Two Thousand
Six Hundred Dollars (2,600.00) per month, as prorated for any portion of a
month, payable on the first day of November and December, 1998 and on the first
day of January 1999. Beginning on February 1, 1999 and continuing until January
1, 2000, this Promissory Note shall be paid in twelve (12) equal monthly
installments of principal and interest, in the amount of Twenty Three Thousand
One Hundred Dollars and Sixty Nine Cents ($23,100.69) until the Maturity Date as
above set forth, or such earlier date arising by acceleration, at which time the
unpaid principal balance and any and all sums due under this Promissory Note and
the other Loan Documents, including accrued Interest, late fees and penalties
shall be due and payable in full.
Section 5. APPLICATION OF PAYMENTS. All payments made hereunder shall
be applied first to any fees or expenses incurred by Lender hereunder, if any,
next to accrued interest, and then to principal or, during any default by the
Borrower, in such other order or proportion as the Lender, in its discretion,
may determine.
Section 6. MANNER AND METHOD OF PAYMENT. All payments called for in
this Promissory Note shall be made in lawful money of the United States of
America. If made by check, draft, or other payment instrument, such check,
draft, or other payment instrument shall represent immediately available funds.
Section 7. PREPAYMENT. The Borrower may not prepay this Promissory Note
at any time on or after the date which occurs sixty (60) days from the date of
this Promissory Note. In the event that this Promissory Note is prepaid prior to
such date, the Borrower shall pay a prepayment penalty to the Lender in an
amount equal to the interest which would have accrued under this Promissory Note
from the date of prepayment to the date which occurs sixty (60) days from the
date of this Promissory Note.
Section 8. ACCELERATION UPON DEFAULT. Upon the failure to pay any
amount when due under this Promissory Note, which failure is not cured or
discharged within a period of five (5) days following receipt of written notice
therefor, or upon any default under any other Loan Document, which default is
not cured within the applicable cure period following written notice thereof,
the Lender may, in the Lender's sole and absolute discretion and without notice
or demand, declare the entire unpaid balance of principal plus accrued interest
and any other sums due hereunder immediately due and payable.
Section 9. DEFAULT INTEREST RATE. Upon the failure to pay any amount
when due under this Promissory Note, which failure is not cured or discharged
within a period of five (5) days following receipt of written notice therefor,
or upon any default under any other Loan Document, which default is not cured
within the applicable cure period following written notice thereof, the Lender
may, in addition to any other remedy the Lender may exercise, raise the rate of
interest accruing on the disbursed unpaid principal balance by four (4)
percentage points above the rate of interest otherwise applicable, until such
default Is cured.
Section 10. EXPENSES OF COLLECTION. Should this Promissory Note be
referred to an attorney for collection following a default by the Borrower, the
Borrower shall pay all of the Lenders costs, fees and expenses (including
reasonable attorneys' fees) resulting from such referral, even if judgement has
not been confessed or suit filed.
Section 11. WAIVERS BY THE BORROWER. The Borrower waives presentment,
notice of dishonor and protest, notice of intention to accelerate the maturity
hereof and notice of the actual acceleration of the maturity hereof.
Section 12. EXTENSIONS OF MATURITY. The Borrower hereby agrees that the
Maturity Date, or any payment due hereunder, may be extended at any time or from
time to time by the Lender without releasing, discharging, or affecting the
liability of such party.
Section 13. COMMERCIAL LOAN. The Borrower represents and warrants that
the debt evidenced hereby is a commercial loan transaction within the meaning of
Sections 12-103(c) and 12-103(e), Commercial Law Article, Annotated Code of
Maryland.
Section 14. NOTICES. Any notice or demand required or permitted in
Connection with this Promissory Note shall be in writing and made by hand
delivery, by wire or facsimile transmission, by overnight courier service for
next day delivery or by certified mail, return receipt requested, postage
prepaid, addressed to the Lender or the Borrower at the appropriate address set
forth below or to such other address as may be hereafter specified by written
notice by the Lender or the Borrower, and shal1 be considered given as of the
date of hand delivery, wire or facsimile transmission, as of the date specified
for delivery if by overnight courier service, or as of two (2) days after the
date of mailing as the case may be:
If to the Lender:
Xxx Xxx Company, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxx, President
Fax No.: (000)000-0000
If to the Borrower:
SkyTex International, Inc.
0000 Xxx Xxx Xxxxx Xxxxx
0xx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Fax No. (000) 000-0000
Section 15. GOVERNING LAW. This Promissory Note shall be strictly
governed by and construed under the laws of the State of Maryland.
Section 16. BINDING NATURE. This Promissory Note shall inure to the
benefit of and be enforceable by the Lender and the Lender's successors and
assigns and any other person to whom the Lender may grant an interest in the
Borrower's obligations to the Lender, and shall be binding and enforceable
against the Borrower and the Borrower's successors and assigns.
Section 17. INVALIDITY OF ANY PART. If any provision or part of any
provision of this Promissory Note Shall for any reason be held invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Promissory Note and this
Promissory Note shall be construed as if such invalid, illegal or unenforceable
provision or part hereof had never been contained herein, but only to the extent
of its invalidity, illegality or unenforceability.
IN WITNESS WHEREOF, the Borrower has executed this Promissory Note under seal on
this 1st day of October, 1998 with the specific intention that this Promissory
Note constitute an instrument under seal.
WITNESS: BORROWER:
SKYTEX INTERNATIONAL, INC.,
a Nevada corporation
/s/ XXXX XXXXXXX By: /s/ XXXXX XXXXXX (SEAL)
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Xxxxx Xxxxxx, President
