PROMISSORY NOTE
Principal Amount: $250,000.00
Interest Rate: 7.00% FOR 365 DAYS -
Effective Date of Note: JUNE 30TH, 2006
Place of Execution: BROWARD COUNTY, FLORIDA
FOR VALUE RECEIVED, COMPLETE POWER SOLUTIONS, LLC, a Florida limited
liability company, 1288 SW 29th Ave, Pompano Beach Beach, Florida 33069
hereinafter referred to as the "Borrower", promises to pay to the order of CHINA
DIRECT TRADING CORP., located at 10400 Griffin Rd. #109, Cooper City, Fl. 33328
, hereinafter referred to as the "Lender", the principal sum of TWO HUNDRED
FIFTY THOUSAND DOLLARS & NO/100'S ($250,000.00), lawful currency of the United
States of America, together with interest on the principal balance thereof of
the effective date of this note at Seven (7.00%) interest, per annum. This
Promissory Note is subject to a personal guaranty executed by William Dato as
attached hereto as Exhibit A.
Principal and interest pursuant to the terms of this note (the "Note")
shall be due and payable as follows:
PRINCIPAL & INTEREST: The entire principal shall be due and payable on
or before three hundred and sixty five (365) days (June 30th), 2007) of the
effective date of this note. All Interest computed at the rate herein specified
shall be paid quarterly.
The Quarterly payments will equal $4,375.00 and the final payment will
include the last quarters interest payment. On June 30, 2007, the new Principal
Amount, including interest, which shall be due and owing as a balloon payment,
shall equal TWO HUNDRED FIFTY-THREE THOUSAND SEVEN HUNDRED FIFTY DOLLARS
($254,375.00), lawful currency of the United States of America.
If such balloon payment is not made by the Borrower on June 30, 2007
then interest shall increase to twelve percent (12%) per annum. Thus if the
total Principal Amount including all interest is not satisfied by June 30, 2007,
the new Principal Amount including interest shall equal
COLLATERAL: The Borrower has pledged $250,000 worth of CHDT preferred shares and
will surrender rights to said shares upon a default.
PREPAYMENT: The Borrower may prepay this note, whether principal or interest, in
whole or in part, at any time or times without penalty.
Provided none of the terms, conditions, covenants, warranties and
agreements of this Note or other instruments delivered on the effective date of
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this note or subsequent thereto by the Borrower to Lender shall be in default,
the Borrower shall have the right, at any time and from time to time, to prepay
the unpaid principal evidenced by this Note in whole or in part without premium
or penalty but with accrued interest to the date of such pre-payment on any
amount prepaid. Any such prepayment shall be applied first to accrued interest
with the balance, if any, to be applied to the then outstanding principal
balance. The Borrower shall pay Lender a late charge of six percent (6.00%) of
any installment not received by the Lender within fifteen (15) calendar days
after the due date of the payment, whether of interest or principal.
All payments made by the Borrower to Lender shall be applied first to
accrued and unpaid interest and the balance, if any, to principal.
1. The occurrence of any one or more of the following events, circumstances, or
conditions shall constitute a default hereunder ("Event of Default"): (A)
failure of the Borrower or any Obligor (which term shall mean and include the
Borrower and/or each maker, endorser, surety and guarantor of this Note) to pay
to the Lender promptly when the same shall become due (whether at scheduled
maturity, upon acceleration or otherwise) any portion of the obligations
including, but not limited to, any installment of principal or of interest due
under this Note or any fees owing to the Lender and such failure shall continue
for more than fifteen (15) days; (B) the death of any Obligor; (C) the filing of
any petition under the Bankruptcy Act, or any similar federal or state
debtor-creditor statutes, by or against any Obligor; (D) an application for the
appointment of a receiver for, the making of a general assignment for the
benefit of creditors by, or the insolvency of any Obligor; (E) the entry of a
judgment in excess of $100,000.00 against any Obligor which is not vacated or
bonded within thirty (30) days after its entry; (F) the issuance of any writ of
attachment or the filing of any encumbrance against any property of any Obligor;
(G) the taking of possession of any substantial part of the property of any
Obligor at the instance of any governmental authority; (H) the dissolution,
merger, consolidation, or reorganization of any Obligor; (I) the occurrence of
any material change in the financial conditions or affairs of any of the
Borrower or any Obligor as in the reasonable but sole opinion of the Lender
impairs the Lender's security or increases its risk. At any time after the
occurrence of any such default, the indebtedness evidenced hereby or thereby
shall, at the option of the Lender, immediately become due and payable without
demand upon or notice to the Borrower, and the Lender shall be entitled to
exercise all remedies as provided by applicable law.
2. Upon the occurrence and during the continuance of an Event of Default, the
Lender is authorized, without notice to the Borrower (the giving of notice being
expressly waived by the Borrower) to set off and apply any indebtedness owing by
the Lender to the Borrower or any one of them against the indebtedness evidenced
by this Note, although then contingent or unmatured. The Lender agrees to notify
the Borrower after any such setoff and application; provided, however, the
failure to give such right of set-off and to have made a charge against any such
money immediately upon the occurrence of such default even though such charge is
made or entered on the books of Lender subsequent thereto. The rights of the
Lender under this Paragraph 2 are in addition to any other rights and remedies
which the Lender may have.
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3. The Lender may transfer this Note and the transferee(s) shall thereupon
become vested with all the powers and rights herein given to the Lender with
respect thereto; and the Lender shall thereafter be forever relieved and fully
discharged from any liability or responsibility in the matter, but the Lender
shall retain all rights and powers hereby given with respect to any property not
so transferred.
4. Each of the Borrower and/or any sureties, guarantors and endorsers of this
Note hereby waives presentment for payment, demand, notice of dishonor, protest,
extension of time without notice and/or any and all requirements necessary to
hold each of them liable as makers, sureties, guarantors and endorsers and agree
that (I) any collateral, lien and/or right of setoff securing any indebtedness
evidenced by this Note may, from time to time, in whole or in part, be exchanged
or released, and any person liable on or with respect to this Note may be
released all without notice to or further reservations of rights against any
Borrower, any endorser, surety or guarantor and all without in any way affecting
or releasing the liability of the Borrower, any endorser, surety or guarantor,
and (II) none of the terms or provisions hereof may be waived, altered, modified
or amended except as the Lender may consent thereto in writing.
5. The Borrower hereby agree jointly and severally with any surety, guarantor
and endorser, to pay all reasonable out-of-pocket costs and expenses, including
reasonable attorneys' fees, incurred by the Lender in the collection of the
indebtedness evidenced by this Note or in enforcing any of the rights, powers,
remedies, and privileges of the Lender hereunder. As used in this Note, the term
"attorneys' fees" shall mean reasonable charges and expenses for legal services
rendered to or on behalf of the Lender in connection with the collection of the
indebtedness evidenced by this Note at any time whether prior to the
commencement of judicial proceedings and/or thereafter at the trial and/or
appellate level and/or in pre- and post-judgment or bankruptcy proceedings.
6. Both principal and interest evidenced by this Note shall be payable in lawful
currency of the United States of America to the Lender at 10400 Griffin Rd,
suite 109 , Cooper City, Fl. 33328, or at such other place designated by Lender
in writing, in immediately available funds without deduction for or on account
of any present or future taxes, duties or other charges levied or imposed on
this Note, the proceeds hereof, or on the Borrower or holder hereof by any
government, or any instrumentality, authority or political subdivision thereof.
The Borrower agree, upon the request of the Lender, to pay all such taxes (other
than taxes on or measured by income of the holder hereof), duties, and other
charges in addition to the principal and interest evidenced by this Note.
7. Nothing contained in this Note or any other instrument between the parties
hereto shall be deemed to establish or require the payment of a rate of interest
in excess of the rate (whether limited or unlimited) that may legally be charged
on loans or extension of credit made by any bank and/or lender or creditor under
the laws (whether codified or not) applicable to this Note ("Maximum Rate"). In
the event that the rate of interest so contracted to be paid should exceed the
Maximum Rate, whether as a result of its fluctuation, acceleration of the
maturity hereof or otherwise, the rate of interest to be paid hereunder shall be
automatically reduced to the Maximum Rate and so much of any interest reserved,
charged or taken as would cause the same to exceed the Maximum Rate shall be
deemed not to be a credit against interest but rather a prepayment on account of
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and be automatically credited against outstanding principal evidenced hereby
regardless of how the same may appear on the Lender's or the Borrower's books or
records or any memoranda of whatever nature evidencing the same; provided,
however, no such application shall operate to cure or act as a waiver of any
event of default occasioning acceleration to which the Lender is entitled
hereunder.
8. Notwithstanding anything to the contrary stated herein or in any of the loan
documents executed concurrently herewith or hereafter by the Borrower, any
amount of principal and/or interest evidenced by this Note which is not paid
when due, and is, therefore, delinquent whether at stated maturity, by
acceleration or otherwise, shall bear interest from the day when due until such
amount is paid in full, payable on demand, at the Maximum Rate not to exceed the
lower of (a) eighteen percent (18%) per annum; or (b) the maximum rate of
interest chargeable by the lender to the Borrower under the law; provided,
however, that if at any time it is determined that an amount in excess of the
Maximum Rate has been charged, then in such event the excess over the Maximum
Rate shall IPSO FACTO be applied toward the reduction of the principal balance.
9. Any default by the Borrower or any one of them hereunder shall constitute a
default under any other loan or loans outstanding between the Borrower or any
one of them and lender (excepting herefrom outstanding loans to affiliates of
the Borrower) and any such default shall constitute a default under all
outstanding loans and shall entitle Lender to exercise all the rights and
remedies which may be stated in the loan documentation governing such loans,
including specifically, but without limitation, the right of acceleration and
foreclosure of all property which is collateralized to the Lender. This Note and
the collateral securing the same shall serve as additional collateral for all
loans of the Borrower or any one of them to the Lender.
10. If any provision of this Note shall be deemed unenforceable under applicable
law, such provision shall be ineffective, but only to the extent of such
unenforceability, without invalidating the remainder of such provision or the
remaining provisions of this Note. All of the terms and provisions of this Note
shall be applicable to and be binding upon each and every maker, endorser,
surety, guarantor, all other persons who are or may become liable for the
payment hereof and their heirs, personal representatives, successors or assigns.
11. The obligation evidenced by this Note is secured by a Master Security
Agreement or other Financing Agreement by and between the Lender and the
Borrower, which is concurrently herewith or subsequently executed by the parties
hereto, and said agreements are hereby expressly incorporated herein by this
reference as if fully set forth herein.
12. This Note shall be, at any time, be in "registered form", as that term is
defined in Section 163 of the Internal Revenue Laws of the United States of
America.
13. This Note and the agreements governing the collateral of this Note shall be
construed and applied pursuant to the laws of the state of Florida.
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WHEREOF, this Note has been executed the day and year denoted below,
with the parties intending for all legal effects that the note be effective as
of the day and year first above written.
COMPLETE POWER SOLUTIONS, LLC,
a Florida limited liability company, Borrower
By: DATE: JUNE 30TH , 2006
------------------------------------------------
WILLIAM DATO, Manager
China Direct Trading Corp
By: DATE: JUNE 30TH 2006
------------------------------------------------
HOWARD ULLMAN , CEO
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ABSOLUTE GUARANTY OF PAYMENT
This Agreement is made on this 1st day of March, 2006, by and between
WILLIAM DATO, a resident of the State of Florida, in the United States of
America, (hereinafter referred to as "Guarantor"), and COMPLETE POWER SOLUTIONS,
LLC, a Florida limited liability company, whose mailing address is 4100 North
Powerline Road, Suite 0-3, Pompano Beach, Florida 33073 (hereinafter referred to
as "Obligor"), for the intents and purpose herein described.
In consideration of the covenants herein contained and the sum of Ten
Dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby duly acknowledged by Guarantor and Obligor, the
parties agree as follows.
I, WILLIAM DATO, as Guarantor, do hereby guarantee payment to CHINA
DIRECT TRADING CORP, a Florida corporation, (hereinafter referred to as
"Obligee"), of that certain Promissory Note dated the 1st day of March, 2006,
which Obligor herewith now owes to Obligee.
I, the Guarantor, hereby waive diligence on the part of the Obligor in
the payment of the aforementioned indebtedness to the Obligee, and agree that
Guarantor shall during the duration of this agreement, guaranty the payment of
the aforementioned indebtedness of the Obligor to the Obligee and the Obligor is
hereby relieved of the obligation to tender payments to the Obligee and hereby
covenant and warrant that the Guarantor shall make all payments to the Obligee
pursuant to the agreement herein embodied and pursuant to the terms and
conditions aforementioned indebtedness.
It shall not be necessary for Obligor, in order to enforce payment by
the Guarantor of the indebtedness owing to the Obligee, to first institute suit
or to pursue or exhaust his remedies against the other obligors of the
aforementioned indebtedness or against any other security which the Obligor may
have as against the Guarantor.
Guarantor acknowledges that this guaranty is in effect and binding on
the Guarantor and the Guarantor further agrees that this guaranty shall continue
in full force and effect notwithstanding the death or the release by agreement
or by operation of law, or the extension of time to, any other obligor or
obligors as to the obligations then existing and owing to the Obligee pursuant
to the aforementioned indebtedness.
It is expressly agreed between the Guarantor and the Obligor that the
maximum amount recoverable from Guarantor under this guaranty is limited to then
outstanding principal balance of the aforementioned indebtedness together with
any accrued and unpaid interest.
This agreement is to be performed in Broward County, Florida, and any
suit on this guaranty or for any breach of this guaranty may be brought and
prosecuted in the courts of that county, or may be brought and prosecuted in the
courts of the State of Florida. This agreement in no way is intended to confer
any rights upon any third party and may only be enforced by the Guarantor and
Obligor herein.
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This guaranty shall remain in effect until the entire obligation with
respect to which the payment and satisfaction is guaranteed hereunder is fully
discharged by the Obligee or the property to which the aforementioned
indebtedness relates is sold to a third party in which the said third party
assumes the indebtedness hereby guaranteed by Guarantor.
The covenants, terms, conditions, provisions and undertakings in this
guaranty shall extend to and be binding on the heirs, executors, administrators,
successors and assigns of the respective parties hereto, as if they were in
every case named and expressed and wherever reference is made to either of the
parties hereto, whether Guarantor or Obligor, it shall be held to include and
apply also to the heirs, executors, administrators, successors and assigns of
such party as if and in each and every case so expressed.
This guaranty contains the entire agreement between the parties and
shall not be modified in any manner except by an instrument in writing executed
by the parties.
Executed by the parties hereto and effective as of this 1st day of
March, 2006.
COMPLETE POWER SOLUTIONS, LLC,
a Florida limited liability company, Obligor
By:
- --------------------------- -----------------------------------------
WILLIAM DATO, Guarantor WILLIAM DATO, Manager
STATE OF FLORIDA )
) SS:
COUNTY OF BROWARD )
The foregoing instrument was acknowledged before me this ______ day of
_________________, 2006, by WILLIAM DATO, Guarantor, and as Manager for COMPLETE
POWER SOLUTIONS, LLC, who is personally known by me or has produced
____________________________ as identification and who duly acknowledged before
me that he executed this instrument for the purposes therein expressed.
My Commission Expires: _____________________________
Notary Signature
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