EXHIBIT 10.6
REVOLVING NOTE
$75,000.00 As of June 21, 2005
St. Louis, Missouri
Confluence Acquisition Partners I, Inc., a Delaware corporation (the
"Maker") promises to pay to the order of Steven Oliveira (the "Payee") the
principal sum of Seventy Five Thousand Dollars ($75,000) lawful money of the
United States of America or such lesser amount as may have been advanced and be
outstanding hereunder, on the terms and conditions described below.
1. Principal. The principal balance of this Note shall be repayable on the
earlier of (i) March 31, 2006 or (ii) the date on which Maker consummates an
initial public offering of its securities.
2. Interest. No interest shall accrue on the unpaid principal balance of
this Note.
3. Advancement of Funding. Maker shall have the right to request from
Payee advances wider this Note and Payee shall make advances under this Note, up
to an aggregate amount funded at any time of Seventy Five Thousand and No/100
Dollars ($75,000.00).
4. Application of Payments. All payments shall be applied first to payment
in full of any costs incurred in the collection of any sum due under this Note,
including (without limitation) reasonable attorneys' fees, then to the payment
in full of any late charges and finally to the reduction of the unpaid principal
balance of this Note.
5. Events of Default. The following shall constitute Events of Default:
(a) Failure to Make Required Payments. Failure by Maker to pay
the principal of or accrued interest on this Note within five (5)
business days following the date when due.
(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a
voluntary case under the Federal Bankruptcy Code, as now constituted
or hereafter amended, or any other applicable federal or state
bankruptcy. insolvency, reorganization, rehabilitation or other
similar law, or the consent by it to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any
substantial part of its property, or the making by it of any
assignment for the benefit of creditors, or the failure of Maker
generally to pay its debts as such debts become due, or the taking
of corporate action by Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy, Etc. The entry of a decree or
order for relief by a court having jurisdiction in the premises in
respect of maker in an involuntary case under the Federal Bankruptcy
Code, as now or hereafter constituted, or any other applicable
federal or state bankruptcy, insolvency or
other similar law, or appointing a receiver, liquidator, assignee,
custodian trustee, sequestrator (or similar official) of Maker or
for any substantial part of its property, or ordering the winding-up
or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60
consecutive days.
6. Remedies.
(a) Upon the occurrence of an Event of Default specified in
Section 4(a), Payee may, by written notice to Maker, declare this
Note to be due and payable, whereupon the principal amount of this
Note, and all other amounts payable thereunder, shall become
immediately due and payable without presentment, demand, protest or
other notice of any kind, all of which are, hereby expressly waived,
anything contained herein or in the documents evidencing the same to
the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in
Sections 4(b) and 4(c), the unpaid principal balance of, and all
other sums payable with regard to this Note shall automatically and
immediately become due and payable, in all cases without any action
on the part of Payee.
7. Waivers. Maker and all endorsers and guarantors of and sureties for,
this Note waive presentment for payment, demand, notice of dishonor, protest,
and notice of protest with regard to the Note, all errors, defects and
imperfections in any proceedings instituted by Payee under the terms of this
Note, and all benefits that might accrue to Maker by virtue of any present or
future laws exempting any property, real or personal, or any part of the
proceeds arising from any sale of any such property, from attachment, levy or
sale under execution, or providing for any stay of execution, exemption from
civil process, or extension of time for payment; and Maker agrees that any real
estate that may be levied upon pursuant to a judgment obtained by virtue hereof,
on any writ of execution issued hereon, may be sold upon any such writ in whole
or in part in any order desired by Payee.
8. Unconditional Liability. Maker hereby waives all notices in connection
with the delivery, acceptance, performance, default, or enforcement of the
payment of this Note, and agrees that its liability shall be unconditional,
without regard to the liability of any other party, and shall not be affected in
any manner by any indulgence, extension of time, renewal, waiver or modification
granted or consented to by Payee, and consents to any and all extensions of
time, renewals, waivers, or modifications that may be granted by Payee with
respect to the payment or other provisions of this Note, and agree that
additional makers, endorsers, guarantors, or sureties may become parties hereto
without notice to them or affecting their liability hereunder.
9. Notices. Any notice called for hereunder shall be deemed properly given
if (i) sent by certified mail, return receipt requested, (ii) personally
delivered, (iii) dispatched by any form of private or governmental express mail
or delivery service providing receipted delivery, (iv) sent by telefacsimile or
(v) sent by email, to the following addresses or to such other address as either
party may designate by notice in accordance with this Section:
If to Maker: Confluence Acquisition Partners I, Inc.
12444 Powerscourt Drive
Suite 225
St. Louis, Missouri 63131
Attn: B. Charles Bono, Chief Financial Officer
If to Payee: Steven Oliveira
18 Fieldstone Court
New City, NY 10956
Notice shall be deemed given on the earlier of (i) actual receipt by the
receiving party, (ii) the date shown on a facsimile transmission confirmation,
(iii) the date on which an email transmission was received by the receiving
party's on-line access provider (iv) the date reflected on a signed delivery
receipt, or (vi) two (2) Business Days following tender of delivery or dispatch
by express mail or delivery service.
10. Construction. This Note Shall be construed and enforced in accordance with
the laws of the State of Missouri.
11. Severability. Any provision contained in this Note which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this
Note to be duly executed by its Chief Executive Officer the day and year first
above written.
CONFLUENCE ACQUISITION PARTNERS I, INC.
By /s/ John J. Klobnak
---------------------------
John J. Klobnak
President