THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR ANY STATE SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT
AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.
NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
1933 OR ANY APPLICABLE STATE SECURITIES LAWS.
MOONEY AEROSPACE GROUP, LTD.
$600,000.00 August 9, 2006
Kerrville, Texas
For value received, MOONEY AEROSPACE GROUP, LTD. of 165 Al Mooney Road North,
Kerrville, Texas 78028 a Delaware corporation (the "Company"), promises to pay
to ALPHA HOLDINGS ANSTALT of Pradafant 7, Furstentums 9490, Vaduz, Liechtenstein
(the "Holder"), the principal sum of Six hundred thousand Dollars ($600,000.00).
Interest shall accrue from the date of this Note on the unpaid principal amount
at a rate equal to seventeen and one-half percent (17.5%) per annum, compounded
annually (or the maximum permitted by law, if less). This Note is subject to the
following terms and conditions.
1. MATURITY. Subject to Section 2, principal and any accrued but unpaid
interest under this Note shall be due and payable upon demand by the Holder at
any time after August 15, 2006 (the "Maturity Date"). Interest on this Note
shall be computed on the basis of a 360-day year for the actual number of days
(including the first day but excluding the last day) occurring in the period for
which such interest is payable. Interest shall be due and payable at the
Maturity Date.
2. CONVERSION.
(a) CONVERSION. The entire principal amount of and accrued
interest on this Note shall, at the option of the Holder, be convertible into
the Company's Common Stock, $.01 par value (the "Common Stock") if this Note is
not paid in full by August 15, 2006. In such event, the Holder may purchase that
number of shares equal to the quotient obtained by dividing (i) the entire
principal amount of this Note plus accrued interest by (ii) $0.275.
(b) MECHANICS AND EFFECT OF CONVERSION. No fractional shares
of the Company's capital stock will be issued upon conversion of this Note. In
lieu of any fractional share to which the Holder would otherwise be entitled,
the Company will pay to the Holder in cash the amount of the unconverted
principal and interest balance of this Note that would otherwise be converted
into such fractional share. Upon conversion of this Note pursuant to this
Section 2, the Holder shall surrender this Note, duly endorsed, at the principal
offices of the Company or any transfer agent of the Company. At its expense, the
Company will, as soon as practicable thereafter, issue and deliver to such
Holder, at such principal office, a certificate or certificates for the number
of shares to which such Holder is entitled upon such conversion, together with
any other securities and property to which the Holder is entitled upon such
conversion under the terms of this Note, including a check payable to the Holder
for any cash amounts payable as described herein. Upon conversion in full of
this Note, the Company will be forever released from all of its obligations and
liabilities under this Note with regard to that portion of the principal amount
and accrued interest being converted including without limitation the obligation
to pay such portion of the principal amount and accrued interest.
3. EVENTS OF DEFAULT. (a) The unpaid principal and accrued but unpaid
interest hereunder shall be immediately due and payable upon request of the
Holder following any material breach by the Company of its obligations contained
in this Note, provided that if such breach is curable, the Company shall have
ten (10) days after written notice of such breach to cure such breach.
(b) Notwithstanding the foregoing, the entire unpaid principal sum of
this Note, together with accrued and unpaid interest thereon, shall become
immediately due and payable upon the insolvency of the Company, the commission
of any act of bankruptcy by the Company, the execution by the Company of a
general assignment for the benefit of creditors, the filing by or against the
Company of a petition in bankruptcy or any petition for relief under the federal
bankruptcy act or the continuation of such petition without dismissal for a
period of ninety (90) days or more, or the appointment of a receiver or trustee
to take possession of the property or assets of the Company.
(b) Upon the occurrence and during the continuance of any event
described in Sections 3(a) or 3(b) above (each an "Event of Default"), interest
shall accrue on the unpaid principal amount of this Note at 19.9% per annum and
shall be payable from time to time on a monthly basis or, at the option of
Payee, on demand.
4. PAYMENT MECHANICS AND PREPAYMENT. All payments shall be made in
lawful money of the United States of America at such place as the Holder hereof
may from time to time designate in writing to the Company. Payment shall be
credited first to the accrued interest then due and payable and the remainder
applied to principal. The outstanding principal and accrued interest on this
Note may be prepaid in whole or in part by the Company at any time and without
penalty.
5. TRANSFER; SUCCESSORS AND ASSIGNS. The terms and conditions of this
Note shall inure to the benefit of and be binding upon the respective successors
and assigns of the parties. Notwithstanding the foregoing, (a) the Holder may
not assign, pledge, or otherwise transfer this Note without the prior written
consent of the Company, which consent shall not be unreasonably withheld or
delayed, except for transfers to affiliates upon written notice to the Company
and (b) the Company may not assign, pledge, or otherwise transfer this Note
without the prior written consent of the Holder, which consent may be withheld
by the Holder in his, her or its sole discretion. Subject to the preceding
sentence, this Note may be transferred only upon surrender of the original Note
for registration of transfer, duly endorsed, or accompanied by a duly executed
written instrument of transfer in form satisfactory to the Holder. Thereupon, a
new note for the same principal amount and interest will be issued to, and
registered in the name of, the transferee. Interest and principal are payable
only to the registered holder of this Note.
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6 GOVERNING LAW. This Note and all acts and transactions pursuant
hereto and the rights and obligations of the parties hereto shall be governed,
construed and interpreted in accordance with the laws of the State of New York
without giving effect to principles of conflicts of law.
7. NOTICES. Any notice required or permitted by this Note shall be in
writing and shall be deemed sufficient upon delivery, when delivered personally
or by a nationally-recognized delivery service (such as Federal Express or UPS),
or forty-eight (48) hours after being deposited in the U.S. mail, as certified
or registered mail, with postage prepaid, addressed to the party to be notified
at such party's address as set forth below or as subsequently modified by
written notice.
8. AMENDMENTS AND WAIVERS. Any term of this Note may be amended only
with the written consent of the Company and the Holder of the Note. Any
amendment or waiver affected in accordance with this Section 8 shall be binding
upon the Company, the Holders and each transferee of the Notes.
9. ACTION TO COLLECT ON NOTE. If action is instituted by the Holder to
collect on this Note, the Company promises to pay all reasonable costs and
expenses, including reasonable attorney's fees, incurred by the Holder in
connection with such action.
10. DEMAND; PROTEST. The Company waives demand, protest, and notice of
protest, notice of default or dishonor, notice of payment and nonpayment, notice
of any default, nonpayment at maturity, release, compromise, settlement,
extension, or renewal of accounts, documents, instruments, chattel paper, and
guarantees at any time held by Holder with respect to this Note.
11. APPLICABLE LAWS. Notwithstanding anything set forth in this Note,
if any payment hereunder, including interest, fees or premiums, exceeds the
amounts permitted under applicable laws, Holder agrees to accept such payment
only to the maximum extent permitted under applicable laws.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Company has caused this Convertible
Promissory Note to be duly executed and delivered on and as of the day and year
first above written by one of its officers thereunto duly authorized.
COMPANY:
MOONEY AEROSPACE GROUP, LTD., a
Delaware corporation
By:
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Gretchen Jahn, President
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