DEMAND NOTE
Exhibit
10
$200,000.00
|
June
13, 2005
|
FOR
VALUE
RECEIVED, the undersigned, Chapeau, Inc. (d/b/a BluePoint Energy,
Inc.), a
corporation organized under the laws of Utah (“Borrower”)
hereby
unconditionally promises to pay to the order of Xxxx X. Xxxxxxx, Xx.,
(“Lender”),
ON
DEMAND, to such place as the holder of this Note may from time to time designate
in writing, in lawful money of the United States of America, the principal
sum
of Two Hundred Thousand Dollars ($200,000.00), or if less, the aggregate
unpaid
principal amount of all loans made by Xxxxxx to Borrower hereunder, together
with all accrued interest on the unpaid principal balance hereof as provided
below.
Xxxxxxxx
further promises to pay to Lender interest at the rate of twelve percent
(12%)
per annum on the outstanding unpaid principal amount evidenced by this Note,
in
arrears, beginning the first business day of the first month commencing after
the date of this Note, and continuing on the first business day of each month
thereafter, until this Note is paid in full. At any time after this Note
shall
become due and payable (whether by demand or otherwise) the interest shall
accrued at the above-described rate plus two percent (2%). Interest shall
be
computed on the basis of a three hundred and sixty day year (360).
The
principal amount hereof may be prepaid at any time, in whole or in part,
together with interest accrued thereon, without penalty or premium.
All
payments under this Note shall be made without setoff, counterclaim or deduction
of any kind including, without limitation, for any applicable taxes. Any
amount
owing by Borrower to Lender shall not be reduced in any way by any outstanding
obligations of Lender to Borrower, whether such obligations are monetary
or
otherwise. Without limiting the generality of the foregoing, if any taxes
or
amounts in respect thereof must be deducted or withheld from any amounts
payable
or paid by Borrower under this Note, Borrower shall pay such additional amounts
as may be necessary to ensure that Lender receives a net amount equal to
the
full amount which it would have received had payment (including of any
additional amounts payable under this paragraph) not been made subject to
such
taxes.
Upon
the
commencement of any bankruptcy, reorganization, arrangement, adjustment of
debt,
relief of debtors, dissolution, insolvency, receivership or liquidation or
similar proceeding of any jurisdiction relating to Borrower, all amounts
owed by
Borrower to Lender shall become immediately due and payable without presentment,
demand, protest or notice of any kind in connection with this Note.
Presentment,
protest and notice of nonpayment and protest are hereby waived by the Borrower.
No delay on the part of Lender in the exercise of any right, power or remedy
shall operate as a waiver thereof, nor shall any single or partial exercise
of
any right, power or remedy preclude any other or further exercise thereof,
or
the exercise of any other right, power or remedy. No amendment, modification
or
waiver of, or consent with respect to, any provision of this Note shall in
any
event be effective against Lender or Borrower unless the same shall be in
writing and signed and delivered by such party.
If
the
indebtedness represented by this Note or any part thereof is placed in the
hands
of attorneys for collection, Xxxxxxxx agrees to pay, in addition to the
principal payable thereon, all costs of collecting this Note, including
reasonable attorneys’ fees and expenses.
If
for
the purposes of obtaining judgment in any court in any jurisdiction with
respect
to this Note it becomes necessary to convert into the currency of such
jurisdiction (herein called the “Judgment
Currency”)
any
amount due hereunder, then conversion shall be made at the rate of exchange
prevailing on the business day before the day on which judgment is entered
as
published in the Wall Street Journal or other generally recognized source
for
such exchange rates as determined by Lender. In the event that there is a
change
in the rate of exchange prevailing on the business day before the day on
which
the judgment is given and the date of payment of the amount due, Borrower
will,
on the date of payment, pay such additional amounts (if any) as may be necessary
to ensure that the amount paid on such date is the amount in the Judgment
Currency which when converted at the rate of exchange prevailing on the date
of
payment is the amount then due under this Note in United States Dollars.
Any
additional amount due from Borrower pursuant to this paragraph will be due
as a
separate debt and shall not be affected by judgment being obtained for any
other
sums due under or in respect of this Note.
This
Note
shall be interpreted and the rights and liabilities of the parties hereto
determined in accordance with the internal laws (as opposed to conflicts
of law
provisions) and decisions of the State of Illinois. BORROWER HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS
LOCATED IN COOK COUNTY, ILLINOIS WITH RESPECT TO ANY LITIGATION BASED HEREON,
OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE AND HEREBY WAIVES ANY
OBJECTION TO SUCH FORUM BASED ON FORUM NON-CONVENIENS. IN ADDITION, XXXXXX
AND
BORROWER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS
DIRECTLY OR INDIRECTLY TO THIS NOTE.
Whenever
possible each provision of this Note shall be interpreted in such manner
as to
be effective and valid under applicable law, but if any provision of this
Note
shall be prohibited by or invalid under applicable law, such provision shall
be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions
of this
Note. Whenever in this Note reference is made to the Lender or Borrower,
such
reference shall be deemed to include, as applicable, a reference to their
respective successors and assigns; provided,
however,
that
the obligations of Borrower hereunder shall not be assignable or otherwise
transferable without the prior written consent of Lender. The provisions
of this
Note shall be binding upon Borrower and its successors and assigns and shall
inure to the benefit of Lender and its successors and assigns. Xxxxxxxx’s
successors and assigns shall include, without limitation, a receiver, trustee
or
debtor in possession of or for Borrower.
[SIGNATURE
PAGE FOLLOWS]
CHAPEAU,
INC. (d/b/a Bluepoint Energy, Inc. )
By: /s/
Xxx X.
Xxxxxxxx
Name:
Xxx X. Xxxxxxxx
Title:
Chief Executive Officer
|