Exhibit 4.1
REVOLVING LINE OF CREDIT PROMISSORY NOTE
$2,500,000.00 January 28, 2003
Made, executed and delivered
in International Waters
FOR VALUE RECEIVED, the undersigned, EARTHFIRST TECHNOLOGIES, INCORPORATED,
EARTHFIRST SOLID SOLUTIONS, INC., EARTHFIRST NEXTGAS, INC. EARTHFIRST RESOURCES,
INC., and GIBSONTON PROPERTY, INC. (hereafter collectively the "Borrower"),
hereby jointly and severally promise to pay to the order of FLORIDA ENGINEERED
CONSTRUCTION PRODUCTS CORPORATION (hereinafter the "Lender"), in such coin or
currency of the United States which shall be legal tender in payment of all
debts and dues, public and private, at the time of payment, the principal sum of
Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00), or so much
as may be outstanding, together with interest from and after the date hereof on
the unpaid principal balance outstanding at the rate of ten percent (10%). All
principal, together with interest, shall be payable in full upon demand.
Borrower may prepay this Revolving Line of Credit Promissory Note (the
"Note") in whole or in part at any time during the term hereof, provided that
any such payment shall first be applied to any charges and costs then due and
payable hereunder, then to interest, and finally to principal.
The occurrence of any default by Borrower hereunder shall entitle Lender,
at its option, to declare the then outstanding principal balance and accrued
interest hereof to be, and the same shall thereupon become, immediately due and
payable without notice to or demand upon Borrower, all of which Borrower hereby
expressly waives. If this Note is collected by or through an attorney at law,
then Borrower shall be obligated to pay, in addition to the principal balance
and accrued interest hereof, reasonable attorneys' fees and court costs at
trial, on any appeal, and in any bankruptcy proceedings.
Time is of the essence of this Note. To the fullest extent permitted by
applicable law, Borrower, for itself and its legal representatives, successors
and assigns, expressly waives presentment, demand, protest, notice of dishonor,
notice of non-payment, notice of maturity, notice of protest, presentment for
the purpose of accelerating maturity, diligence in collection, and the benefit
of any exemption or insolvency laws.
Wherever possible each provision of this Note shall be interpreted in such
a manner as to be effective and valid under applicable law, but if any provision
of this Note shall be prohibited or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity without
invalidating the remainder of such provisions of this Note. No delay or failure
on the part of Lender in the exercise of any right or remedy hereunder shall
operate as a waiver thereof, nor as an acquiescence in any default, nor shall
any single or partial
exercise by Lender of any right or remedy preclude any other right or remedy.
This document has been made, executed and delivered in international
waters. This Note shall be governed by, and construed and enforced in accordance
with, the laws of the State of Florida, regardless of where made, executed or
delivered, and is intended to take effect as an instrument under seal,
constitutes a contract under the laws of the State of Florida, and shall be
enforceable in a court of competent jurisdiction in said State, without regard
to the place in which this Note is made, executed and delivered.
This Note evidences borrowings in the principal amount of Two Million Five
Hundred Thousand and 00/100 Dollars ($2,500,000.00) but notwithstanding such
expression, the actual indebtedness from time to time evidenced hereby shall be
the sum of all advances made to the undersigned, less the aggregate amount of
all principal repayments made by the undersigned; it being the intent and the
purpose of this Note to provide a revolving line of credit which the undersigned
may draw against and which the holder of this Note will advance from time to
time, and which the undersigned may repay in whole or in part from time to time
and again draw against, so that the principal amount outstanding hereunder may
fluctuate in accordance with such advances and repayments. Provided however, the
aggregate principal amount outstanding under this Note shall not at any time
exceed the principal sum of $2,500,000.00. Anything herein to the contrary
notwithstanding the right of the undersigned to request advances hereunder is
subject to and limited by any terms and conditions of the Agreement that may be
established by Lender from time to time at its sole discretion.
IN WITNESS WHEREOF, Borrower has caused this Note to be duly made, executed
and delivered on the date first above written.
"BORROWER"
EARTHFIRST TECHNOLOGIES,
INCORPORATED
By: /s/ John Stanton
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Its: President
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(Corporate Seal)
United States Territorial Waters or International Waters:
Latitude N27 41 83
Longitude W082 55 39
The foregoing instrument was acknowledged before me, Captain Dan Coover,
this 28th day of January 2003, on a vessel of which I am the Captain located at
Latitude N27 41 83 and Longitude W082 55 39, which is located outside the
territorial limits of the State of Florida, by John Stanton as President of
EarthFirst Technologies, Incorporated, who is either ___ personally known to me
or X has produced a Florida driver's license as identification.
Captain's Signature: /s/ Captain Dan Coover
--------------------------
Print Name: Captain Dan Coover
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License Number: 1011115
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EARTHFIRST SOLID SOLUTIONS, INC.
By:/s/ John Stanton
--------------------------------------------------
Its President
------------------------------------------
(Corporate Seal)
United States Territorial Waters or International Waters:
Latitude N27 41 83
Longitude W082 55 39
The foregoing instrument was acknowledged before me, Captain Dan Coover,
this 28th day of January 2003, on a vessel of which I am the Captain located at
Latitude N27 41 83 and Longitude W082 55 39 , which is located outside the
territorial limits of the State of Florida, by John Stanton as President of
EarthFirst Solid Solutions, Inc, who is either ___ personally known to me or X
has produced a Florida driver's license as identification.
Captain's Signature: /s/ Captain Dan Coover
--------------------------
Print Name: Captain Dan Coover
--------------------------
License Number: 1011115
--------------------------
EARTHFIRST NEXTGAS, INC.
By:/s/ John Stanton
--------------------------------------------------
Its President
------------------------------------------
(Corporate Seal)
United States Territorial Waters or International Waters:
Latitude N27 41 83
Longitude W082 55 39
The foregoing instrument was acknowledged before me, Captain Dan Coover,
this 28th day of January 2003, on a vessel of which I am the Captain located at
Latitude N27 41 83 and Longitude W082 55 39 , which is located outside the
territorial limits of the State of Florida, by John Stanton as President of
EarthFirst NextGas, Inc., who is either ___ personally known to me or X has
produced a Florida driver's license as identification.
Captain's Signature: /s/ Captain Dan Coover
--------------------------
Print Name: Captain Dan Coover
--------------------------
License Number: 1011115
--------------------------
EARTHFIRST RESOURCES, INC.
By:/s/ John Stanton
--------------------------------------------------
Its President
------------------------------------------
(Corporate Seal)
United States Territorial Waters or International Waters:
Latitude N27 41 83
Longitude W082 55 39
The foregoing instrument was acknowledged before me, Captain Dan Coover,
this 28th day of January 2003, on a vessel of which I am the Captain located at
Latitude N27 41 83 and Longitude W082 55 39 , which is located outside the
territorial limits of the State of Florida, by John Stanton as President of
EarthFirst Resources, Inc, who is either ___ personally known to me or X has
produced a Florida driver's license as identification.
Captain's Signature: /s/ Captain Dan Coover
--------------------------
Print Name: Captain Dan Coover
--------------------------
License Number: 1011115
--------------------------
GIBSONTON PROPERTY, INC.
By:/s/ John Stanton
--------------------------------------------------
Its President
------------------------------------------
(Corporate Seal)
United States Territorial Waters or International Waters:
Latitude N27 41 83
Longitude W082 55 39
The foregoing instrument was acknowledged before me, Captain Dan Coover,
this 28/th/ day of January 2003, on a vessel of which I am the Captain located
at Latitude N27 41 83 and Longitude W082 55 39 , which is located outside the
territorial limits of the State of Florida, by John Stanton as President of
Gibsonton Property, Inc., who is either ___ personally known to me or X has
produced a Florida driver's license as identification.
Captain's Signature: /s/ Captain Dan Coover
--------------------------
Print Name: Captain Dan Coover
--------------------------
License Number: 1011115
--------------------------