PROMISSORY NOTE
TWO HUNDRED AND FIFTY THOUSAND DOLLARS (US$250,000.00) legal currency of the United States of America. I FOR VALUED RECEIVED: __________________________ with domicile located at ____________________________________________________________, Panamá (the “Maker”), hereby promises to pay by this Promissory Note (the “Promissory Note”) to the order of de Fimexco, or its successor or assign, at Panama City, Panama, (the “Lender”), the principal sum of TWO HUNDRED FIFTY THOUSAND DOLLARS (US$250,000.00)legal currency of the United States of America, according to the Revolving Credit Line Agreement (Habilitation or Avio) signed on ____________, ______, and to pay ordinary interests at the rate of 12% of the principal balance hereof. II The principal hereof shall be paid on the dates when each one of the installments agreed in the Contract mentioned in paragraph I, is due within a maximum term of 3 years, counted as of the date of execution hereof, that is on ________ _____, of the year _______. III Interest on the unpaid balance hereof from time to time outstanding shall be payable on each Payment Date, according to the Contract mentioned in paragraph I. IV All payment received hereunder shall be applied in the following order of priority: (i) interest due pursuant to the fifth paragraph of this Promissory Note; (ii) interest due pursuant to the first paragraph of this Promissory Note; and (iii) installments of principal due. V In the event that any amount of principal or on interest on this Promissory Note is not paid when due, the Maker shall pay on demand to the extent permitted by applicable law, to the Lender interest on such amount from the date such amount was due to the date such amount is paid in full, computed on the same basis as set forth in the third paragraph hereof, but at the rate per annun equal to eighteen percent (18%). VI Both the principal of and the interest on this Promissory Note, are payable in lawful money of the United States of America, without deduction for, or on account of, any present or future tax, duty, or other charge levied or imposed on this promissory Note or the proceeds thereof or the Lender hereof by the Government of Panamá or of any political subdivision thereof, from which any payment due hereunder is remitted.
VII All or any part of the principal of this Promissory Note may not be prepaid without the prior consent of the Lender. VIII Upon default in the prompt and full payment of any installment of principal or of interest on this Promissory Note, the entire unpaid principal hereof and interest thereon to the date of payment shall immediately become due and payable at the option and upon the demand of the Lender hereof.
IX This Promissory Note shall be deemed to be made under the laws of the State of Texas, United States of America, and for all purposes shall be construed in accordance with the laws of such State; provided however, that for any legal action or proceeding brought with respect to this Promissory Note in the Courts of Panamá or any political subdivision thereof, this Promissory Note shall be deemed to be made under the laws of Panamá and for such purposes shall be construed in accordance with the laws of Panamá. X For any legal action or proceeding with respect to this Promissory Note, the Maker, the Lender and any other signatories hereof expressly submit themselves to any Federal District Court of the United States of America in Kansas or the District of Columbia or to any competent court in Panamá City, Panamá or the courts of the domicile of the Maker, at the election of the Lender
XI The Maker agrees to pay on demand all costs expenses of the Lender hereunder that are incurred in connection with the enforcement of this Promissory Note, including, but not limited to: (i) reasonable attorneys fees, and (ii) expenses related thereto.
XII This Promissory Note has been executed in both English and Spanish versions, both of which shall bind the parties; provided however, that in the case of doubt as to the proper interpretation and construction of this Promissory Note, the English text shall be controlling in all cases, except that the Spanish text shall be the controlling in any legal action or proceeding brought with respect to this Promissory Note in the Courts of Panamá or any political subdivision thereof.
XIII Diligence, presentment, demand, protest or notice of non-payment or dishonor with respect to this Promissory Note are hereby waived. XIV
The Maker extends the term for the presentment of this Promissory Note for payment until ________ _____, of the year __________, without thereby prohibiting or limiting its presentment for payment prior to such date.
XV The failure of the Lender hereof to exercise any of its rights hereunder in any instance shall not constitute a waiver thereof in that or any other instance.
By / Por: ____________________________ Cargo / Title:_____________________________
“AVALISTAS” “JOINT AND SEVERAL GUARANTORS”
By / Por : ________________________________ On his behalf /Por su propio derecho/
By / Por :________________________________ On his behalf /Por su propio derecho
GUARANTEE FOR VALUED RECEIVED: _________________________________________________________________________________________ __________________, hereby absolutely, irrevocable and unconditionally guarantee the prompt payment of the principal of, interest on and any all amounts due under the Promissory Note when and as due in accordance with its terms, and hereby also accepts the other terms, thereof, including the waiver of diligence, presentment, demand, protest, or notice of any kind whatsoever, as well as any requirement that the Lender exhaust any right or take any action against the Maker of the foregoing Promissory Note and hereby consents to any extension of time or renewal thereof. This guarantee will not be discharged except by the complete performance of the obligations contained herein.