Exhibit 10.45
THIS NOTE MAY NOT BE TRANSFERRED, SOLD, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
IN ACCORDANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
NOTE
$2,000,000 New York, NY
July 16, 2001
FOR VALUE RECEIVED, Globaltron Corporation, a Florida corporation (the
"Company"), having a principal office at 000 Xxxxx Xxxxxxxx Xxxx., Xxxxx 0000,
Xxxxx, Xxxxxxx 00000 hereby promises to pay to the order of GNB Bank Panama S.A.
("Lender") on October 16, 2001 (the "Maturity Date"), at Calle 50 y Xxxxxxxx de
la Guardia, Torre Banco Continental, Xxxx 00, Xxxxxx Xxxx, Xxxxxxxx of Panama,
or such other place (the "Office"), as may be designated by the Lender in a
written notice given to the Company, in lawful money of the United Sates of
America in New York Clearing House funds, on the Maturity Date, the principal
sum of Two Million ($2,000,000.00) United States Dollars (the "Principal
Amount").
The Company promises also to pay interest in arrears at the end of each
month, on the unpaid Principal Amount in like money at said Office from the date
hereof until paid at the rate which Citibank N.A. announces from time to time as
its base rate plus 2%.
Any interest due under this Note may be offset by the Lender as against
any funds of the Company on deposit at the Lender, if any.
The Company shall pay on demand all losses, costs and expenses, if any
(including reasonable counsel fees and expenses), in connection with the
enforcement (whether through negotiations, legal proceedings or otherwise) of
this Note.
In case that the Company or any of its subsidiaries shall default in
any prepayment of all or any part of any loans it has with the Lender, the
unpaid Principal Amount of and accrued interest on the Note shall automatically
become immediately due and payable, without presentment, demand, protest or
other requirements of any kind, all of which are hereby expressly waived by the
Company.
The Company hereby waives presentment, demand, protest or notice of any
kind in connection with this Note.
No failure on the part of Lender to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.
This Note shall be governed by and construed in accordance with the
laws of the State of New York, United States of America, without regard to
conflict of law principles.
Any proceedings with respect to the interpretation of this Note or the
rights and obligations of the undersigned shall be exclusively brought in the
United States District Court for the Southern District of New York or, if such
court lacks subject matter jurisdiction, in the Supreme Court of the State of
New York, County of New York and the undersigned waives the right to object to
the jurisdiction or venue of either such Court or to claim it is inconvenient
forum.
GLOBALTRON CORPORATION
By:____________________________
Name:_________________________
Title:__________________________
