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As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/13/06 Elandia International Inc. 10-12G 40:11M RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: 10-12G Form 10 HTML 3.42M
2: EX-2.1 Order Confirming Joint Plan of Reorganization and HTML 79K
Granting Debtor's Motion
3: EX-2.2 Amended and Restated Agreement and Plan of Merger HTML 247K
4: EX-2.3 Amended and Restated Arrangement Agreement HTML 525K
5: EX-3.1 Certificate of Incorporation of the Company HTML 58K
6: EX-3.2 Bylaws of the Company HTML 62K
7: EX-4.1 Co-Sale and First Refusal Agreement HTML 49K
8: EX-4.2 Security Agreement HTML 58K
9: EX-4.3 Satisfaction and Release of Promissory Notes and HTML 17K
Security
10: EX-9.1 Shareholder Voting Agreement HTML 16K
11: EX-10.1 Government of American Samoa HTML 75K
20: EX-10.10 Post Petition Loan and Security Agreement HTML 285K
21: EX-10.11 Security Agreement HTML 58K
22: EX-10.12 Form of Idemnification Agreement HTML 55K
23: EX-10.13 Form of Lock-Up Agreement HTML 36K
24: EX-10.14 Executive Employment Agreeement HTML 50K
25: EX-10.15 Stock Subscription Agreement HTML 29K
26: EX-10.16 Stock Purchase Agreement HTML 29K
27: EX-10.17 Stock Subscription Agreement HTML 28K
28: EX-10.18 Ibm New Zealand Limited HTML 154K
29: EX-10.19 Distributor Agreement HTML 167K
12: EX-10.2 Customer Solutions Agreement HTML 1.32M
30: EX-10.20 Contract Between Sagric International Pty. Ltd and HTML 293K
Datec (Png) Ltd
31: EX-10.21 Network Management Outsourcing Agreement HTML 299K
32: EX-10.22 Master Operating Lease HTML 346K
33: EX-10.24 Lease Agreement, Dated April 1, 2005 HTML 51K
34: EX-10.25 Lease Agreement, Dated April 1, 2005 HTML 52K
35: EX-10.26 Lease Agreement, Dated October 13, 2004 HTML 37K
36: EX-10.27 Lease Agreement Dated September 10, 2003 HTML 108K
37: EX-10.28 Lease Agreement Dated December 1, 2004 HTML 33K
38: EX-10.29 Lease Agreement, Dated December 1, 2004 HTML 108K
13: EX-10.3 Employment Agreement HTML 66K
39: EX-10.30 Constitution of Datec (Png) Limited HTML 468K
40: EX-10.31 Shareholders' Agreement HTML 150K
14: EX-10.4 Executive Employment Agreement HTML 49K
15: EX-10.5 Stock Purchasing Agreement HTML 39K
16: EX-10.6 Renewal Revolver Note HTML 21K
17: EX-10.7 First Amendment to Loan and Security Agreement HTML 28K
18: EX-10.8 Centra Industries, Inc. Secured Revolver Note HTML 21K
19: EX-10.9 Secured Revolver Note HTML 21K
| Secured Revolver Note |
Exhibit 10.9
SECURED REVOLVER NOTE
| U.S. $3,000,000.00 | September 30, 2004 |
Centra Industries Inc. issues note pursuant to Reorganization Plan. CII changes its name to “eLandia Solutions, Inc.”
FOR VALUE RECEIVED, the undersigned, CENTRA INDUSTRIES, INC., a Delaware corporation (the “Borrower”), promises to pay to the order of STANFORD VENTURE CAPITAL HOLDINGS, INC. (herein, together with any subsequent holder hereof, called the “Lender”) the principal sum of $ or such lesser sum as may be the outstanding principal amount of (i) Lender’s Supplemental Super Priority Claim under the Plan; (ii) accrued interest, fees, and costs as of the Confirmation Date attributable to the DIP Loan and subject of Lender’s Super Priority Claim; and (iii) accrued interest, fees and costs as of the Confirmation Date attributable to Lender’s Secured Claim pursuant to the terms of the Plan referred to below on the date on which such outstanding principal amounts become due and payable pursuant to Section of the Plan (as defined below), in strict accordance with the terms thereof. Borrower likewise unconditionally promises to pay to Lender interest from and after the date hereof on the outstanding principal amount of Revolver Loans at the interest rate, payable at such times, and computed in such manner as is specified in Section of the Plan, in strict accordance with the terms thereof.
This Secured Revolver Note (“Note”) is issued pursuant to, and is the “Secured Revolver Note” referred to in, that certain Joint Plan of Reorganization agreed to by the parties hereto and filed in In re: Midwest Cable Communications of Arkansas, Inc., Case No. 5:03-75126 in the U.S. Bankruptcy Court for the Western District of Arkansas Fayetteville Division (the “Plan,” a copy of the Amended Disclosure Statement in Respect of Joint Plan of Reorganization is attached hereto as Exhibit A), and Lender is and shall be entitled to all benefits thereof and of all Financing Documents executed and delivered in connection therewith. The provisions of the Plan are incorporated herein by this reference. All capitalized terms used herein, unless otherwise defined herein, shall have the meanings ascribed to such terms in the Plan.
The repayment of the principal balance of this Note is subject to the provisions of Section of the Plan. The entire unpaid principal balance and all accrued interest on this Note shall be due and payable 12 months from the Effective Date.
All payments of principal and interest shall be made in United States Dollars in immediately available funds as specified in the Plan.
Upon or after the occurrence of an Event of Default and for so long as such Event of Default exists, the principal balance and all accrued interest of this Note may be declared due and payable in the manner and with the effect provided in the Plan, and the unpaid principal balance hereof shall bear interest at the Default Rate as and when provided in Section 2.1.2 of the Plan. Borrower agrees to pay, and save Lender harmless against, any liability for the payment of, all costs and expenses, including, but not limited to, reasonable attorneys’ fees, arising in connection with the enforcement by Lender of any of its rights under this Note, the Plan or any of the other Financing Documents.
All principal amounts of Revolver Loans made by Lender to Borrower pursuant to
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the Plan, and all accrued and unpaid interest thereon, shall be deemed outstanding under this Note and shall continue to be owing by Borrower in accordance with the terms of this Note and the Plan.
In no contingency or event whatsoever, whether by reason of advancement of the proceeds hereof or otherwise, shall the amount paid or agreed to be paid to Lender for the use, forbearance or detention of money advanced hereunder exceed the highest lawful rate permissible under any law which a court of competent jurisdiction may deem applicable hereto; and, in the event of any such payment inadvertently paid by Borrower or inadvertently received by Lender, such excess sum shall be, at Borrower’s option, returned to Borrower forthwith or credited as a payment of principal, but shall not be applied to the payment of interest. It is the intent hereof that Borrower not pay or contract to pay, and that Lender not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Borrower under Applicable Law.
Time is of the essence of this Note. To the fullest extent permitted by Applicable Law, Borrower, for itself and its legal representatives, successors and assigns, expressly waives presentment, demand, protest, notice of dishonor, notice of non-payment, notice of maturity, notice of protest, presentment for the purpose of accelerating maturity, diligence in collection, and the benefit of any exemption or insolvency laws.
Wherever possible each provision of this Note shall be interpreted in such a manner as to be effective and valid under Applicable Law, but if any provision of this Note shall be prohibited 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 remaining provisions of this Note. No delay or failure on the part of Lender in the exercise of any right or remedy hereunder shall operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or partial exercise by Lender of any right or remedy preclude any other right or remedy. Lender, at its option, may enforce its rights against any Collateral securing this Note without enforcing its rights against Borrower, any guarantor of the indebtedness evidenced hereby or any other property or indebtedness due or to become due to Borrower. Borrower agrees that, without releasing or impairing Borrower’s liability hereunder, Lender may at any time release, surrender, substitute or exchange any Collateral securing this Note and may at any time release any party primarily or secondarily liable for the indebtedness evidenced by this Note.
The rights and obligations of Lender and Borrower hereunder shall be construed in accordance with and governed by the laws (without giving effect to the conflict of law principles thereof) of the State of Florida. This Note is intended to take effect as an instrument under seal under Florida law.
IN WITNESS WHEREOF, Borrower has caused this Note to be executed and delivered by its duly authorized officer on the date first above written.
| CENTRA ACQUISITION, INC. | ||
| By: |
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| Name: |
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| Title: |
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| This ‘10-12G’ Filing | Date | Other Filings | ||
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| Filed on: | 2/13/06 | None on these Dates | ||
| 9/30/04 | ||||
| List all Filings | ||||