EXHIBIT 4.5
FORM OF NEW SECURED NOTE
SYSTEMONE TECHNOLOGIES INC.
PROMISSORY NOTE
$__________________ As of December 9, 2002
New York, New York
SECTION 1. General. SYSTEMONE TECHNOLOGIES INC., a Florida corporation
(hereinafter referred to as the "Borrower"), with offices at 0000 X.X. 27th
Street, Miami, Florida 33122, for value received, hereby promises to pay to
_________________, or registered assigns, the principal amount of
$______________, on the Maturity Date (as defined in the Loan Agreement
hereinafter described), in such coin or currency of the United States of America
as at the time of payment shall be legal tender therein for the payment of
public and private debts and to pay interest on such principal amount at the
rates and on the dates described in Section 2.3 of the Loan Agreement
hereinafter described. The Borrower further agrees to pay interest at such rates
described in the Loan Agreement on any overdue principal and (to the extent
permitted by law) on any overdue interest, from the due date thereof until the
obligation of the Borrower with respect to the payment thereof shall be
discharged; all payments and prepayments of principal of this Note and all
payments of the interest on this Note to be made at ____________, or such other
location as shall be specified in writing by the holder of this Note to the
Borrower.
SECTION 2. Governing Law. This Note shall be governed by and construed
in accordance with the laws of the State of New York applicable to agreements
made and to be performed entirely within such state.
SECTION 3. Related Agreements. This Note is issued pursuant to, and is
one of the Notes referred to in, the Loan Agreement dated as of August 7, 2000,
as amended by that First Amendment dated as of November 10, 2000, that Second
Amendment dated as of November 30, 2000, that Third Amendment dated as of
February 27, 2002, that Fourth Amendment dated as of September 30, 2002 and that
Fifth Amendment dated as of the date first set forth above (herein referred to
as the "Loan Agreement") among the Borrower, Hanseatic Americas LDC,
Environmental Opportunities Fund II, L.P. and Environmental Opportunities Fund
II (Institutional), L.P., and is entitled to the benefits and is subject to the
provisions thereof (including, without limitation, those providing for the
optional and mandatory prepayment of this Note and the acceleration of the
maturity hereof), and to the benefits of the Security Agreement, August 7, 2000,
as amended by that First Amendment to Security Agreement dated November 10,
2000, that Second Amendment to Security Agreement dated November 30, 2000, and
that Third Amendment to Security Agreement dated the date first set forth above,
as from time to time further amended, among the Borrower, Hanseatic Americas
LDC, Environmental Opportunities Fund II, L.P. and Environmental Opportunities
Fund II (Institutional), L.P. Copies of such agreements may be obtained by any
holder of this Note at the principal executive offices of the Borrower.
SECTION 4. SUBORDINATION. THE RIGHTS AND REMEDIES OF THE HOLDER HEREOF
ARE SUBJECT TO AND SUBORDINATED TO THE TERMS AND PROVISIONS OF A SUBORDINATION
AGREEMENT, DATED NOVEMBER 30, 2000,
ENTERED INTO WITH HANSA FINANCE LIMITED LIABILITY COMPANY, A DELAWARE LIMITED
LIABILITY COMPANY.
SECTION 5. Registration. The Borrower shall keep or cause to be kept a
note register for the Notes in which the Borrower shall provide for the
registration of the Notes and the registration of transfers of the Notes. The
Borrower shall keep this register in a manner that causes the Notes to be in
registered form within the meaning of Section 163(f) of the Internal Revenue
Code of 1986, as amended, and the applicable treasury regulations. Prior to due
presentment for registration of transfer of any Note, the Borrower may treat the
person in whose name any Note is registered (as of the day of determination) as
the holder of such Note for the purpose of receiving payments of principal of
and interest on such Note and for all other purposes, and neither the Borrower
nor any agent of the Borrower shall be affected by notice to the contrary.
IN WITNESS WHEREOF, the undersigned has executed this Note as of the
date first-above written.
ATTEST: SYSTEMONE TECHNOLOGIES INC.
By:_______________________________ By:_____________________________
Name: Xxxxxx X. Xxxxxx Name: Xxxx X . Xxxxxx
Title: President Title: Chief Executive Officer
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