Attached files
| file | filename |
|---|---|
| 8-K - INTEGRATED ENVIRONMENTAL TECHNOLOGIES, LTD. | v208833_8k.htm |
| EX-99.II - INTEGRATED ENVIRONMENTAL TECHNOLOGIES, LTD. | v208833_ex99-ii.htm |
LOAN
AGREEMENT
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$200,000
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January 5,
2011
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1.
Names
Borrower:
IET,
Inc.
4235
Commerce Street
Little
River, South Carolina 29566
Lender:
Zanett
Opportunity Fund, Ltd.
c/o
Appleby Spurling Hunter
Canon’s
Court
22
Victoria Street
Post
Office Box HM 1179
Hamilton
HM EX
Bermuda
2.
Promise to Pay
Lender
hereby promises to lend, and Borrower hereby unconditionally promises to
repay,the principal sum of Two Hundred Thousand and 00/100 Dollars
($200,000.00)pursuant to the terms and conditions contained herein and in the
Promissory Note, which is attached hereto as Exhibit A, and hereafter shall
become a part of this agreement.
3.
Interest and Fees
The
principal sum outstanding from time to time hereunder shall bear interest at the
rate of twelve percent (12%) per annum.
Borrower
further agrees to pay a loan origination fee of one percent (1%) of the
principal loan amount, or $2,000, to be deducted from the loan proceeds at
closing.
4.
Maturity Date
The term
of this Note shall be ninety (90) days. Borrower shall repay the
entire amount of principal and interest on or before April 5, 2011 (the
“Maturity Date”).
All
amounts payable hereunder to Lender shall be paid in United States Dollars in
immediately available funds to an account designated by Lender.
5. Prepayment
Borrower
may prepay all or any part of the principal without penalty. Any such prepayment
shall be accompanied by the payment of both accrued and unpaid interest
hereunder, as well as interest which would have accrued between the Date of
Prepayment and the Maturity Date.
6.
Borrower's Default
If
Borrower fails to repay the entire amount of principal and interest required
hereunder within 5 days after the Maturity Date, such failure shall constitute
an Event of Default.
7.
Lender's Rights
Upon the
occurrence of an Event of Default, Lender may exercise, in addition to any other
rights and remedies provided herein or legally available to Lender, all rights
and remediescontained in the Uniform Commercial Code for the state of New
York.
8.
Collection Costs
Borrower
agrees to pay all costs and expenses (including reasonable attorney’s fees and
disbursements) incurred by Lender relating to the enforcement of this
Note.
9.
Entire Agreement
This is
the entire agreement between the parties. It replaces and supersedes any and all
oral agreements between the parties, as well as any prior writings.
10.
Successors and Assignees
This Note
shall be binding upon Borrower’s heirs, successors and
assigns. Borrower may not assign, transfer, or otherwise dispose of
this Note or its obligations hereunder without the prior written consent of
Lender. This Note is freely transferable and assignable by Lender and
the rights and privileges of Lender under the Note shall inure to the benefit of
each holder of this Note and such holder’s heirs, successors, endorsers and
assigns.
11.
Notices
All
notices must be in writing. A notice may be delivered to a party at the address
that follows a party's signature or to a new address that a party designates in
writing. A notice may be delivered:
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in
person,
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by
certified mail, or
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by
overnight courier.
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12.
Governing Law; Consent to Jurisdiction
This
agreement will be governed by and construed in accordance with the laws of the
State of New York. Borrower hereby submits to the personal jurisdiction in the
State of New York, consents to the jurisdiction of any competent state or
federal district court sitting in New York City, New York, and waives any and
all rights to raise lack of personal jurisdiction as a defense in any action,
suit or proceeding in connection with this Note or any related
matter.
13.
Waiver of Jury
Trial
THE
PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR
COUNTERCLAIM BOUGHT BY EITHER OF THEM AGAINST THE OTHER IN ANY MATTERS ARISING
OUT OF OR IN ANY WAY CONNECTED WITH THIS NOTE. THE SCOPE OF THIS
WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE
FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS NOTE,
INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, AND ALL OTHER
COMMON LAW AND STATUTORY CLAIMS. THIS WAIVER IS IRREVOCABLE, MEANING
THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL
APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR OTHER MODIFICATIONS TO THIS
NOTE OR TO ANY OTHER DOCUMENT OR AGREEMENT RELATING TO THE TRANSACTIONS
CONTEMPLATED BY THIS NOTE.
14.
Modification
This Note
may be modified only by a writing signed by both parties.
15.
Waiver
If one
party waives any term or provision of this Note at any time, that waiver will be
effective only for the specific instance and specific purpose for which the
waiver was given. If either party fails to exercise or delays exercising any of
its rights or remedies under this Note, that party retains the right to enforce
that term or provision at a later time.
16.
Severability
If any
court determines that any provision of this Note is invalid or unenforceable,
any invalidity or unenforceability will affect only that provision and will not
make any other provision of this Note invalid or unenforceable and such
provision shall be modified, amended or limited only to the extent necessary to
render it valid and enforceable.If a law which applies to the loan evidenced by
this Note and which sets maximum loan charges is finally interpreted so that the
interest or other charges collected or to be collected in connection with the
loan exceed the permitted limit, then (1) any such loan charge shall be reduced
by the amount necessary to reduce the charge to the permitted limit, and (2) any
sums already collected from Borrower which exceed permitted limits will be
refunded to Borrower. Lender may choose to make any such refund by
reducing the principal owed under this Note or by making a direct payment to
Borrower. Any such reduction or payment shall not cure or waive any
default by Borrower hereunder. Borrower agrees, however, that in
determining whether or not any interest payable hereunder exceeds the highest
rate permitted by law, any non-principal payment (except payments specifically
stated herein to be "interest"), including, without limitation, late charges,
shall be deemed to the extent permitted by law to be an expense, fee, or premium
rather than interest.
IN WITNESS WHEREOF, the
undersigned, intending to be legally bound, has duly executed and delivered this
Note the day and year first above written.
BORROWER
Integrated
Environmental Technologies, Ltd.,
a Nevada
corporation with its principal operating offices located at:
4235
Commerce Street
Little
River, South Carolina 29566
By: ____________________
Name:
William E. Prince
Title:
President and Chief Executive Officer
LENDER
Zanett
Opportunity Fund, Ltd.
c/o
Appleby Spurling Hunter
Canon’s
Court
22
Victoria Street
PO Box HM
1179
Hamilton
HM EX
Bermuda
By: ____________________
Name: Zachary McAdoo
Title:
President, McAdoo Capital, Inc.,
Investment
Manager to Zanett Opportunity Fund, Ltd.