Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 44 248K
2: EX-3.(II) Bylaws 15 56K
4: EX-10.18 Employment Agreement 3 14K
5: EX-10.20 Employment Agreement 2 11K
6: EX-10.21 Waiver and Release 1 10K
7: EX-10.22 Service Agreement 7 17K
8: EX-10.23 Letter Agreement 1 9K
9: EX-10.24 Letter Agreement 1 11K
10: EX-10.25 Promissory Note 2 14K
11: EX-10.26 Amendment to Promissory Note 2 13K
12: EX-10.27 Non-Employee Director Stock Plan 4 19K
13: EX-10.28 Executive Stock Plan 4 20K
14: EX-10.29 Employment Agreement 7 25K
15: EX-10.30 Stock Option Agreement 2 15K
16: EX-10.31 Stock Option Agreement 2 15K
3: EX-10.8 Amendment to Consent Judgement 13 33K
17: EX-11 Computation of Earnings 1 10K
18: EX-21 Subsidiaries 1 8K
19: EX-27 Financial Data Schedule 1 11K
EX-10.25 — Promissory Note
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EXHIBIT 10.25
PROMISSORY NOTE
Australian Dollars $1,044,209.75 July 29, 1994
FOR VALUE RECEIVED - the undersigned ("Maker") promises to pay on the dates set
forth hereafter, to the order of Gelman Sciences Pty Ltd ("Payee"), or of any
permitted subsequent holder hereof, the principal sum set forth below together
with interest onset principal at the rate set forth below, interest accruing on
the principal on and after August 1, 1994.
The principal amount shall be the sum of the assets and inventory as at July
29, 1994 of the Vilair Air Filtration, Bug Killer, Ultra-Violet, and Air
Sampler businesses, totalling A$1,044,209.75.
Interest on the said principal shall be calculated on the reducing balance and
shall be at the rate of Gelman Sciences Inc's average borrowing rate on its
credit facilities plus one percent (1%). During the first year of the five (5)
year term of the Note, interest only shall be paid, in arrears, monthly by the
fifteenth (15th) day of the month commencing August 15, 1994.
During year two (2) and the subsequent four (4) years the principal sum of this
Note shall be paid by the Payee in forty eight (48) equal monthly instalments
together with accrued interest calculated at the rate and basis as set out
above, in arrears, by the fifteenth (15th) day of each month commencing
September 15, 1995.
Any payment made by Maker against the outstanding balance including principal
and interest, of this note shall be first applied against accrued interest and
then against principal outstanding.
This Note maybe prepaid in part or in full at any time without penalty.
All payments of the Note are payable to Payee at 2 Lincoln Street, Lane Cove,
Sydney, New South Wales, 2066, Australia or such other place as maybe
designated in writing. All payments are to be made by cheque, wire transfer of
funds, or otherwise, as designated by the Holder.
This Note may not be assigned or transferred by Payee without the prior written
consent of Maker, which consent shall not be unreasonably withheld.
The Maker grants to the Payee an equitable mortgage over the assets of the
Kelly Company Pty Ltd and such equitable mortgage will be in a registrable
form. In addition to this the Maker agrees to pledge as additional security
forty percent (40%) of all unexercised options that the Anthony Paul Kelly
holds in Gelman Sciences Inc. and forty percent (40%) of all future options that
the Maker maybe granted through to the date of final payment of this Note.
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In the event that the Maker sells any of the assets purchased from the Payee
the Maker will use such funds to pay down the Note.
The Maker will provide the Payee, on a quarterly basis, with asset valuation
and stock valuation as recorded on the balance sheet of the Kelly Company. At
the request of the Payee the Maker will have this information verified by an
independent firm of accountants.
If one or more of the following events occurs and remains unremedied for a
period of forty five (45) days, the entire balance of unpaid principal and
accrued interest hereunder shall, at the option of the holder of the Note, be
due and payable in full immediately without demand or notice:
a. Maker defaults in the payment of any amount when due hereunder.
b. Maker admits in writing its inability to pay its debt as they
mature.
The undersigned waives presentment, demand for payment, notice of dishonour,
and any and all other notices and demands in connection with the delivery,
acceptance, performance, default, or enforcement of this Note; waives any right
to be released by reason of any extension of time or changes in terms of
payments and agrees to pay reasonable attorneys' fees if, after default
hereunder an attorney is retained by the holder of this Note to secure
collection hereof.
This Note is to be construed in accordance with the laws of the State of New
South Wales, Australia.
No delay or omission by the holder in exercising any right hereunder shall
operate as a waiver of such right or of any other right of the holder. A waiver
on one occasion shall not be construed as a bar to a waiver of any right in the
future. None of the provisions hereof and none of the rights of the holder of
this Note shall be deemed to have been waived by acceptance of any past due
amount or by any other indulgence granted to Maker.
If any provision of this Note shall be found invalid or unenforceable, all
other provisions shall remain in full force and effect to the maximum extent
permitted by law.
AGREED MAKER:
KELLY COMPANY PTY LTD
ACN 001 729 693
/s/ Anthony Paul Kelly By: /s/ A. P. Kelly
---------------------------- -------------------------------
Anthony Paul Kelly A. P. Kelly
Director
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Dates Referenced Herein
| Referenced-On Page |
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| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 10/17/96 | | | | | | | None on these Dates |
| For Period End: | | 7/31/96 |
| | 9/15/95 | | 1 |
| | 8/15/94 | | 1 |
| | 8/1/94 | | 1 |
| | 7/29/94 | | 1 |
| List all Filings |
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