EXHIBIT 4.7
CONVERTIBLE PROMISSORY NOTE
$_____________ Fountain Valley, California
_________________, 2000
1. FOR VALUE RECEIVED, Providential Holdings, Inc., a Nevada
corporation ("Maker"), promises to pay to the order of ______________________
(Holder"), at such address as Holder may from time to time designate, on or
before the Maturity Date as set forth herein, the principal sum of
__________________________________ Dollars ($_________) ("Loan") plus interest
from the date hereof as computed below.
2. The Loan term shall commence on the date set forth above
("Commencement Date") and shall expire on January 14, 2002 ("Maturity Date").
3. The principal amount from time to time outstanding shall bear
simple interest from the Commencement Date through the Maturity Date at a rate
ten percent (10% per annum).
4. Subject to Section 5 below, upon the expiration of the term of
this Note, whether as a result of maturity, acceleration upon default, permitted
payment of the outstanding balance of this Note, or otherwise, but in no event
later than the Maturity Date, the entire outstanding principal balance under
this Note, together with all accrued and unpaid interest, shall be due and
payable in full.
5. (a) Notwithstanding any provision to the contrary contained in
this Note, Holder may, at its option and at any time and from time to time,
convert all or any portion of the then outstanding principal amount and accrued
interest hereunder into that number of fully paid and nonassessable shares
(Shares") of voting common stock in Maker, as such shares shall be constituted
at the date of conversion ("Common Stock), equal to the amount of the then
outstanding principal amount as of the date of conversion divided by five
dollars ($5.00). Holder may exercise this option an more than one occasion, so
long as there still remains an outstanding principal balance under this Note.
(b) In case of any reorganization or recapitalization of
Maker (by reclassification of its outstanding Common Stock, capital stock or
otherwise), or its consolidation or merger with or into another corporation,
Holder shall, upon conversion, be entitled to receive the shares of stock, cash
or other consideration which the Holder would receive upon such reorganization,
recapitalization, consolidation or merger if immediately prior thereto the
conversion had occurred and Holder had exchanged the Shares of Common Stock in
accordance with the terms of such reorganization, recapitalization,
consolidation or merger.
6. All payments under this Note shall be applied in the following
order:
(a) first, to the payment of accrued and unpaid interest
on the principal outstanding balance; and
(b) second, to the reduction of the outstanding principal
balance of this Note.
7. All amounts payable under this Note are payable in lawful
money of the United States. Maker shall not be permitted to prepay any amount
due hereunder without the express written consent of Xxxxxx, which consent may
be granted or withheld in Xxxxxx's sole and absolute discretion.
8. It is agreed that time is of the essence in the performance of
all obligations hereunder. An "Event of Default" shall exist hereunder if any
one or more of the following events shall occur and be continuing:
(a) Default in the payment of the indebtedness evidenced
by this Note or any other agreement or instrument evidencing or securing this
Note or otherwise executed and delivered by Maker in connection with the
indebtedness evidenced by this Note (collectively, of time, declaration,
acceleration, or otherwise;
(b) The filing of an involuntary petition under the
United States Bankruptcy Code or any other federal or state bankruptcy statute,
as now in effect or as hereafter amended, against Maker, or if Maker shall allow
the appointment of a receiver, trustee, conservator or liquidator of all or any
part of its assets ("Assets"), or if any of the Assets be levied upon by virtue
of any execution, attachment, tax levy or other writ, or if liens be filed
against the Assets, and such involuntary petition, appointment, xxxx, or filing,
as the case may be, shall not be released, stayed, bonded or insured against in
favor of Maker, satisfied or vacated within one hundred twenty (120) days after
the occurrence thereof;
(c) The filing by Maker of a petition under the United
States Bankruptcy Code or any other federal or state bankruptcy statute, as now
in effect or as hereafter amended, or if Maker shall make an assignment for the
benefit of its creditors or be unable, whether or not admitted, to pay its debts
as they become due; or
(d) The abandonment of all or any material part of the
Assets.
Upon the occurrence of any Event of Default, the Holder hereof may, at its
option, declare the entire unpaid balance of principal and accrued interest on
this Note to be immediately due and payable, and foreclose all liens and
security interests securing payment thereof or any part hereof. Upon the
occurrence of any of the Events of Default, the entire unpaid balance of
principal and accrued interest upon this Note shall, without any action by
Maker, immediately become due and payable without demand for payment,
presentment, protest, notice of protest and non-payment, or other notice of
default, notice of acceleration and intention to accelerate or any other notice,
all of which are hereby expressly waived by Maker.
9. All fees, charges, goods, things in action or any other sums
or things of value, other than the interest resulting from the stated rate or
the Default Xxxx (collectively, "Additional Sums"), whether pursuant to this
Note, the Loan Documents, or any other document or instrument in any way
pertaining to this lending Transaction, or otherwise with respect to
this lending transaction, that, under the laws of the States of California or
Nevada, may be deemed to be interest with respect to this lending transaction,
for the purpose of any laws of the States of California or Nevada that may limit
the maximum amount of interest to be charged with respect to this lending
transaction, shall be payable by Maker, and shall be deemed to be additional
interest, and for such purposes only, the agreed upon and "contracted for rate
of interest" of this lending transaction shall be deemed to be increased by the
rate of interest resulting from the Additional Sums. Maker understands and
believes that this lending transaction complies with the usury laws of the
States of California and Nevada.
10. Maker and all endorsers, guarantors and all persons liable or
to become liable on this Note, waive presentment, protest and demand, notice of
protest, notice of intent to accelerate, notice of acceleration, and demand and
dishonor and nonpayment of this Note and any and all other notices or matters of
a like nature, and consent to any and all renewals and extensions of the time of
payment hereof, and agree further that at any time and from time to time without
notice, the terms of payment herein may be modified or increased, changed or
exchanged by agreement between Holder and Maker.
11. This Note will be governed by and construed in accordance with
the laws of the State of California, except where such law is preempted by the
laws and regulations of the United States.
12. If any provision hereof shall, for any reason and to any
extent, be invalid or unenforceable, then the remainder of this Promissory Note
shall not be affected thereby but instead shall be enforceable to the maximum
extent permitted by law.
13. All agreements between Maker and Holder are expressly limited
so that in no contingency or event whatsoever, whether by reason of advancement
of the proceeds hereof, acceleration of maturity of the unpaid principal balance
hereof, or otherwise, shall the amount paid or agreed to be paid to Holder for
the use, forbearance or detention of the money to be advanced hereunder exceed
the highest lawful rate permissible under the applicable usury law. If, from any
circumstances whatsoever, fulfillment of any provision hereof or any other
agreement referred to herein or otherwise relating to this Note, at the time
performance of such provision shall be due, shall involve transcending the limit
of validity prescribed by law which a court of competent jurisdiction may deem
applicable thereto, then IPSO FACTO, the obligation to be fulfilled shall be
reduced to the limit of such validity, and if, from any circumstance, Holder
shall ever receive as interest an amount which would exceed the highest lawful
rate, such amount which would be in excess of the lawful interest shall be
applied to the reduction of the unpaid principal balance due hereunder as of the
date such amount is received or deemed to be received by Holder and not to the
payment of interest. This provision shall control every other provision of all
agreements between Maker and Holder. However, in the event an amount determined
to be excess interest is applied against the unpaid principal balance, and
thereafter the rate of interest accruing under this Note decreases, this Note
shall in fact, secure interest at the then highest lawful rate until such time
that the difference between such rate and the interest rate which would
otherwise apply under this Note equals the amount of excess interest previously
applied against principal.
14. All notices provided for herein shall be in writing and shall
be (a) personally delivered or delivered by courier service (e.g., Federal
Express) to the party being notified if an individual, or (b) transmitted by
certified or registered mail, return receipt -requested, addressed to all
parties hereto at the address designated for each party as follows:
To Holder: _____________________
_____________________
_____________________
To Maker: Xxxxx Xxxxxx, President
Providential Holdings, Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxxx Xxxxxx, Xxxxxxxxxx 00000
or to such other address as either party may designate in writing. Notice shall
be deemed effective and received upon: (i) the date of receipt if delivered by
courier or by personal delivery, or (ii) five (5) days after the deposit of same
in a letter box or other means provided for the posting of mail, postage prepaid
as provided above.
15. As used herein, the term "Maker" shall include the undersigned
Maker and any other person or entity, who may subsequently become liable for the
payment hereof. The term "Holder" shall include Holder as well as any other
person or entity to whom this Note or any interest in this Note is conveyed,
transfer or assigned with the prior written consent of Maker.
16. Maker has no redemption rights under this Note.
PROVIDENTIAL HOLDINGS, INC.
By: /s/ Xxxxx Xxxxxx
-------------------
Xxxxx Xxxxxx, President
