THE ISSUANCE OF THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE. THIS NOTE IS NOT
ASSIGNABLE OR TRANSFERRABLE AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF WITHOUT THE PRIOR WRITTEN CONSENT OF
MAKER, AND WITHOUT THE PRESENTATION TO MAKER OF AN OPINION OF COUNSEL OR OTHER
EVIDENCE SATISFACTORY TO MAKER OF EVIDENCE THAT SUCH DISPOSITION IS EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND LAWS.
SENIOR SECURED PROMISSORY NOTE
$5,000,000 August ___, 2000
FOR VALUE RECEIVED, Global Technovations, Inc., a Delaware corporation (the
"Borrower"), hereby covenants and promises to pay to the order of Wilmington
Trust Company and George Jeff Mennen, Co-Trustees u/a dated November 25, 1970
with George S. Mennen FBO John Henry Mennen, or its assigns (the "Holder"), FIVE
MILLION and 00/100 DOLLARS ($5,000,000) together with interest thereon as
described below.
All principal, accrued interest and other costs, if any, hereunder shall
due and payable to the Holder of this Senior Secured Promissory Note (the
"Note") on August ____, 2008 (the "Due Date"), with payments of interest to be
made as provided in the next sentence. The Borrower shall pay interest in
arrears (computed on the basis of a 360-day year) equal to 15% per annum, of
which 12-1/2% per annum shall be paid in equal installments on the last day of
each month beginning September 30, 2000, and 2-1/2 % per annum shall accrue on
the outstanding principal balance only and be paid on the Due Date.
If any amount payable to the Holder under this Note is not received by the
Holder on or before the date when such payment is due, then such amount shall
bear interest from and after the due date of such payment until paid at an
annual rate of interest equal to 18 %.
This Note shall be secured by first lien on all of the assets of the
Borrower except the capital, stock and assets of [ * ]*, [ * ]* and any
subsidiaries, current or future, of [ * ]* or [ * ]*.
Excepted as otherwise provided in this Note, the entire unpaid principal
amount of this Note, together with all accrued but unpaid interest thereon and
other unpaid charges hereunder, shall become immediately all due and payable
without further notice at the option of the Holder upon any of the following:
(i) the Borrower fails to make any payment hereunder when such payment becomes
first due and such failure continues for a period of 10 days after written
notice from the Holder to the Borrower; (ii) the occurrence of an "Event of
Default" under any loan or credit agreement including any promissory notes
entered into by the Borrower and such default continues unremedied for a period
of 30 days (or such shorter period as provided in any loan or credit agreement
or promissory notes) after written notice to the Borrower by any party to such
agreement; (iii) William C. Willis, Jr. ceases to be the chief executive officer
of the Borrower and Borrower has not hired a replacement acceptable to the
Holder within 90 days following the date Mr. Willis is no longer employed; or
(iv) an Event of Default under the Security Agreement of even date between the
Borrower and the Holder.
This Note is issued pursuant to a Security Agreement between the Borrower
and the Holder dated of even date. This Note may be prepaid in whole or in part,
at any time without penalty. Any prepayment must include all interest to the
date of prepayment. Any payment (whether voluntary or involuntary) shall be
applied first to any accrued and unpaid interest due hereunder up to the date of
such prepayment, and then to the principal sum outstanding hereunder, and the
acceptance of any such prepayment when there is a default under this Note shall
not constitute a waiver, release or accord and satisfaction thereof or any
rights held by the Holder.
All rights, remedies, and undertakings, obligations, options, covenants,
conditions and agreements contained in this Note are cumulative and no one of
them will be exclusive of any other.
The Borrower for itself and its legal representatives, successors and
assigns, expressly waives presentment, protest, demand, notice of dishonor,
notice of nonpayment, notice of maturity, notice of protest, presentment for the
purpose of accelerating maturity, and diligence in collection, and consents that
the Holder may extend the time for payment or otherwise modify the terms of the
payment or any part or the whole of the debt evidenced hereby. To the fullest
extent permitted by law, the Borrower waives the statute of limitations in any
action brought by the Holder in connection with this Note and the right to a
trial by jury.
In the event the Holder brings an action in a court of competent
jurisdiction against the Borrower to enforce collection of any principal or
interest due under this Note, the Holder shall also be entitled to collect its
cost of collection, including reasonable attorney's fees and expenses.
This Note shall be interpreted in accordance with Delaware law, including
all matters of construction, validity, performance and enforcement, without
giving effect to any principles of conflict of laws. The holding of any
provision of this Note to be invalid or unenforceable by a court of competent
jurisdiction shall not affect any other provisions and the other provisions of
this Note shall remain in full force and effect.
This Note may not be changed, modified, amended or terminated orally.
GLOBAL TECHNOVATIONS, INC.
By: ---------------------------------
William C. Willis, Jr., President
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* Filed under application for confidential treatment.
