Attached files
| file | filename |
|---|---|
| 8-K - AAA CENTURY GROUP USA, INC. | v207499_8-k.htm |
| EX-10.1 - AAA CENTURY GROUP USA, INC. | v207499_ex10-1.htm |
| EX-10.2 - AAA CENTURY GROUP USA, INC. | v207499_ex10-2.htm |
| EX-10.3 - AAA CENTURY GROUP USA, INC. | v207499_ex10-3.htm |
Promissory
Note
Principal
Amount: $62,500
Issue
Date: December 31, 2010
1. Obligation. For
value received, the undersigned (the "Issuer"), promises to pay to the order of
The Vinyl Fence Company, Inc. (“Holder”), 2210 S. Ritchey Street, Santa Ana, CA
92705, the amount of Sixty-Two Thousand Five Hundred
Dollars ($62,500) on March 31, 2011 (the “Due Date”).
2. Payments. All
payments under this Promissory Note will be in lawful money of the United States
and in same day or immediately available funds. Whenever any payment
due under this Promissory Note falls due on a day other than a business day,
such payment will be made on the next succeeding business day, and such
extension of time will be included in the computation of interest. If
any amounts required to be paid by the Issuer under this Promissory Note remain
unpaid after such amounts are due, the Issuer will pay interest on the combined,
outstanding balance of such amounts from the date due until those amounts are
paid in full at a per month rate equal to 1%. The Issuer may prepay
all or any portion of the indebtedness due under this Promissory Note without
penalty.
3. Security
Interest. As collateral security for the full,
prompt, complete and final payment and performance when due (whether at stated
maturity, by acceleration or otherwise) of all obligations under this Promissory
Note, the Issuer hereby assigns, conveys, mortgages, pledges, hypothecates and
transfers to Holder, and hereby grants to Holder, a security interest in all of
the Issuer’s right, title and interest in, to and under the collateral described
on Schedule A hereto.
4. Issuer Right to Withhold
and Offset . This Promissory Note is being
issued pursuant to the terms of the Stock Purchase Agreement, dated December 31,
2010, among the Issuer, Garabed Khatchoyan and Gordon Knott (the “Purchase
Agreement”). Holder acknowledges and agrees that Issuer shall have
the right (a) to withhold from payments due hereunder the aggregate amounts of
any indemnification claims then pending or unresolved against the Holder under
the Purchase Agreement or the Assumption Agreement entered into in connection
herewith and (b) to off-set against payments due hereunder the aggregate amounts
of any such indemnification claims resolved in favor of the Issuer; provided,
that any withholdings or off-sets under clauses (a) or (b) of this sentence may
be made only with respect to indemnification claims that are made in writing
prior to March 31, 2010.
5. Notices. All
notices, requests, demands, consents, instructions or other communications under
this Promissory Note will be duly given or made if sent in writing, by Email or
by facsimile, and will be deemed to have been duly given or made upon the
transmittal of notices, requests, demands, consents, instructions or other
communications by telecopy, or on the date received if deposited by mail,
postage prepaid, in the case of Holder - at the address first set forth above,
and in the case of the Issuer - at the address set forth below, as such
addresses may be changed from time to time by notice to each
other.
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6. Governing Law;
Waiver. The validity, construction and performance of this
Agreement will be governed by the substantive laws of the State of Nevada,
excluding that body of law pertaining to conflicts of law.
IN WITNESS WHEREOF, the Issuer
has caused this Promissory Note to be executed as of the date and year first
above written.
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Borrower:
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Address:
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Vinyl
Products, Inc.
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30950
Rancho Viejo Road, Suite 120
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San
Juan Capistrano, California 92675
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By:
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Name:
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Title:
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Co-Signed
by:
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Address:
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Brackin
O’Connor LLC
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c/o
Vinyl Products, Inc.
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30950
Rancho Viejo Road, Suite 120
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San
Juan Capistrano, California 92675
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By:
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Name:
Doug Brackin
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Title: Manager
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Schedule
A
2009 Ford
truck, Econoline wagon vin# 1FBNE31L09DA22396
3