Exhibit 10.10
LAMINAIRE CORPORATION
AUGUST 25, 1999 $200,000
8% INSTALMENT PROMISSORY NOTE
SL Group, Inc., a Nevada corporation, (the "Company"), for
value received, hereby promises to pay to Laminaire Corporation or registered
assigns (the "Holder") instalment payments on the payment days set forth below
(the "Maturity Date"), at the principal offices of the Company, in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay interest on
the outstanding principal sum hereof at eight percent (8%) per annum from the
date hereof until the Company's obligation with respect to the payment of such
principal sum shall be discharged as herein provided. Interest hereunder shall
accrue and shall be payable on each instalment date, in like coin or currency to
the Holder hereof at the office of the Company as hereinafter set forth. In the
event that for any reason whatsoever any interest or other consideration payable
with respect to this Note shall be deemed to be usurious by a court of competent
jurisdiction under the laws of the State of New York or the laws of any other
state governing the repayment hereof, then so much of such interest or other
consideration as shall be deemed to be usurious shall be held by the holder as
security for the repayment of the principal amount hereof and shall otherwise be
waived.
The Note shall be payable in 12 equal quarterly instalments
commencing on March 31, 2000. In the event that SL Group, Inc. satisfies any
obligation on behalf of Laminaire Corporation. The amount of such obligation
shall, at SL Group's option, be used to reduce its obligation under this Note in
a manner to be determined by The SL Group.
1. Prepayment
a. The principal amount of this Note may be prepaid
by the Company, in whole or in part, without premium or penalty, at any time,
provided, the Company gives the Holder not less than 10 days prior written
notice of such prepayment (which notice shall set forth the amount and date of
such prepayment).
b. Upon any prepayment of a portion of the principal
amount of this Note, all accrued, but unpaid, interest on such portion of the
principal shall be paid to the Holder on the date of prepayment.
2. Covenants of Company
a. The Company covenants and agrees that, so long as
this Note shall be outstanding, it will:
(i) Promptly pay and discharge all lawful
taxes, assessments and governmental charges or levies imposed upon the Company
or upon its income and profits, or upon any of its property, before the same
shall become in default, as well as all lawful claims for labor, materials and
supplies which, if unpaid, might become a lien or charge upon such properties or
any part thereof; provided, however, that the Company shall not be required to
pay and discharge any such tax, assessment, charge, levy or claim so long as the
validity thereof shall be contested in good faith by appropriate proceedings,
and the Company shall set aside on its books adequate reserves with respect to
any such tax, assessment, charge, levy or claim so contested.
(ii) Do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence,
rights and franchises and comply with all laws applicable to the Company as its
counsel may advise;
(iii) At all times maintain, preserve,
protect and keep its property used and useful in the conduct of its business in
good repair, working order and conditions, and from time to time make all
needful and proper repairs, renewals, replacements, betterments and improvements
thereto, so that the business carried on in connection therewith may be properly
and advantageously conducted at all times;
(iv) At all times keep true and correct
books, records and accounts.
3. Events of Default
a. This Note shall become due and payable upon
written demand made by the Holder hereof if one or more of the following events,
herein called "events of default", shall happen and be continuing:
(i) Default in the payment of the principal
and accrued interest on this Note, when and as the same shall become due and
payable, whether by acceleration or otherwise;
(ii) Default in the due observance or
performance of any covenant, condition or agreement on the part of the Company
to be observed or performed pursuant to the terms hereof, if such default shall
continue uncured for 30 days after written notice, specifying such default,
shall have been given to the Company by the Holder; provided, however, that the
grace period specified in this Section 3(a)(ii) shall not apply to any other
Event of Default specified in this Section 3.
(iii) Entry of a judicial order for the
appointment of a receiver, trustee or liquidator for the Company or its property
which order shall not have been
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vacated or set aside or otherwise terminated within 120 days or upon the Company
consenting to the entry of such an order;
(iv) Admission in writing of the Company's
inability to pay its debts as they mature;
(v) General assignment by the Company for
the benefit of creditors;
(vi) Filing by the Company of a voluntary
petition in bankruptcy or a petition or an answer seeking reorganization, or an
arrangement with creditors;
(vii) Entering against the Company of a
court order approving a petition filed against it under the federal bankruptcy
laws, which order shall not have been vacated or set aside or otherwise
terminated within 120 days;
b. The Company agrees that notice of the occurrence
of any event of default will be promptly given to the Holder at his or her
registered address by certified mail within five days of such event of default.
c. In case any one or more of the events of default
specified above shall happen or be continuing, the Holder may proceed to protect
and enforce his or her right by suit for the specific performance of any
covenant or agreement contained in this Note or in aid of the exercise of any
power granted in this Note or may proceed to enforce the payment of this Note or
to enforce any other legal or equitable rights of such Holder.
4. Miscellaneous
a. The Company may consider and treat the person in
whose name this Note shall be registered as the absolute owner hereof for all
purposes whatsoever (whether or not this Note shall be overdue) and the Company
shall not be affected by any notice to the contrary. Subject to the limitations
herein stated, the registered owner of this Note shall have the right to
transfer this Note by assignment, and the transferee thereof shall, upon his
registration as owner of this Note, become vested with all the powers and rights
of the transferor. Registration of any new owner shall take place upon
presentation of this Note to the Company at its principal offices, together with
a duly authenticated assignment. In case of transfer by operation of law, the
transferee agrees to notify the Company of such transfer and of his address, and
to submit appropriate evidence regarding the transfer so that this Note may be
registered in the name of the transferee. This Note is transferable only on the
books of the Company by the Holder hereof, in person or by attorney, on the
surrender hereof, duly endorsed. Communications sent to any registered owner
shall be effective as against all Holders or transferees of the Note not
registered at the time of sending the communication.
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b. Payments of interest shall be made as specified
above to the registered owner of this Note. Payment of principal shall be made
to the registered owner of this Note upon presentation on or after maturity. No
interest shall be due on this Note for such period of time that may elapse
between the maturity of this Note and its presentation for payment.
c. Notice of dishonor, protest, presentment and
notice of protest are hereby waived. In the event an action, suit or proceeding
is brought to enforce this Note or to protest the same, the Holder hereof shall
be entitled to all costs and disbursements, including reasonable attorney's fees
and costs of collection, incurred in connection with such action, suit or
proceeding.
d. Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Note,
and (in the case of loss, theft or destruction) of reasonably satisfactory
indemnification, and upon surrender and cancellation of this Note, if mutilated,
the Company shall execute and deliver a new Note of like tenor and date. Any
such new Note executed and delivered shall constitute an additional contractual
obligation on the part of the Company, whether or not this Note so lost, stolen,
destroyed or mutilated shall be at any time enforceable by anyone.
e. This Note shall be construed and enforced in
accordance with the laws of the State of New York. Any litigation based thereon,
or arising out of, under, or in connection with, this Note or any course of
conduct, course of dealing, statements (whether oral or written) or actions of
the Company or Holder shall be brought and maintained exclusively in the court
of the state of New York without reference to its conflicts of laws rules or
principles. The Company and the Holder hereby expressly and irrevocably submits
to the exclusive jurisdiction of the Federal Courts of the state of New York
sitting in the Southern District for the purpose of any such litigation as set
forth above and irrevocably agrees to be bound by any final judgment rendered
thereby in connection with such litigation.
f. No recourse shall be had for the payment of the
principal or interest of this Note against any incorporator or any past, present
or future stockholder, officer, director or agent of the Company or of any
successor corporation, either directly or through the Company or any successor
corporation, or otherwise; all such liability of the incorporators,
stockholders, officers, directors and agents being waived, released and
surrendered by the Holder hereof by the acceptance of this Note.
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IN WITNESS WHEREOF, SL GROUP, INC. has caused this Note to be
signed in its name by its President on the 25th day of August, 1999.
SL GROUP, INC.
By: /s/ Edward A. Heil
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Edward A. Heil, PRESIDENT
LAMINAIRE CORPORATION
By: /s/ Peter Daniele
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Peter Daniele, Chief Financial Officer
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