EX-10.19 PROMISSORY NOTE



 







Exhibit 10.19




PROMISSORY NOTE




	 	 	 
	$125,000.00

	 	As of June 14, 2006
	New York, New York
	 	 






     Freedom Acquisition Holdings, Inc. (“Maker”) promises to pay to the order of Marlin
Equities II, LLC (“Payee”) the principal sum of ONE HUNDRED TWENTY-FIVE THOUSAND and 00/100
dollars ($125,000.00) in lawful money of the United States of America on the terms and conditions
described below.



     1. Principal. The principal balance of this Note shall be repayable within 60 days
following the date on which Maker consummates an initial public offering of its securities.



     2. Interest. No interest shall accrue on the unpaid principal balance of this Note.



     3. Application of Payments. All payments shall be applied first to payment in full of
any costs incurred in the collection of any sum due under this Note, including (without limitation)
reasonable attorneys’ fees, then to the payment in full of any late charges and finally to the
reduction of the unpaid principal balance of this Note.



     4. Events of Default. The following shall constitute Events of Default:




     (a) Failure to Make Required Payments. Failure by Maker to pay the principal of
or accrued interest on this Note within five (5) business days following the date when due.




     (b) Voluntary Bankruptcy, etc. The commencement by Maker of a voluntary case
under the Federal Bankruptcy Code, as now constituted or hereafter amended, or any other
applicable federal or state bankruptcy, insolvency, reorganization, rehabilitation or other
similar law, or the consent by it to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker
or for any substantial part of its property, or the making by it of any assignment for the
benefit of creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of the
foregoing.




     (c) Involuntary Bankruptcy, etc. The entry of a decree or order for relief by a
court having jurisdiction in the premises in respect of maker in an involuntary case under
the Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable
federal or state bankruptcy, insolvency or other similar law, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for
any substantial part of its property, or ordering the winding-up or liquidation of the
affairs of Maker, and the continuance of any such decree or order unstayed and in effect for
a period of 60 consecutive days.



1









 





     5. Remedies.




     (a) Upon the occurrence of an Event of Default specified in Section 4(a), Payee may, by
written notice to Maker, declare this Note to be due and payable, whereupon the principal
amount of this Note, and all other amounts payable thereunder, shall become immediately due
and payable without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived, anything contained herein or in the documents evidencing the
same to the contrary notwithstanding.




     (b) Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the
unpaid principal balance of, and all other sums payable with regard to, this Note shall
automatically and immediately become due and payable, in all cases without any action on the
part of Payee.



     6. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note
waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with
regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee
under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present
or future laws exempting any property, real or personal, or any part of the proceeds arising from
any sale of any such property, from attachment, levy or sale under execution, or providing for any
stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees
that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on
any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any
order desired by Payee.



     7. Unconditional Liability. Maker hereby waives all notices in connection with the
delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees
that its liability shall be unconditional, without regard to the liability of any other party, and
shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or
modification granted or consented to by Payee, and consents to any and all extensions of time,
renewals, waivers, or modifications that may be granted by Payee with respect to the payment or
other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or
sureties may become parties hereto without notice to them or affecting their liability hereunder.



     8. Notices. Any notice called for hereunder shall be deemed properly given if (i) sent
by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any
form of private or governmental express mail or delivery service providing receipted delivery, (iv)
sent by facsimile or (v) sent by e-mail, to the following addresses or to such other address as
either party may designate by notice in accordance with this Section:


If to Maker:



Freedom Acquisition Holdings, Inc.

1114 Avenue of the Americas, 41st Floor

New York, NY 10036

Attn: Nicolas Berggruen, President




2









 




If to Payee:



Marlin Equities II, LLC

c/o Martin Franklin

555 Theodore Fremd Avenue

Suite B-302

Rye, New York 10058




     Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii)
the date shown on a facsimile transmission confirmation, (iii) the date on which an e-mail
transmission was received by the receiving party’s on-line access provider, (iv) the date reflected
on a signed delivery receipt or (vi) two (2) business days following tender of delivery or dispatch
by express mail or delivery service.



     9. Construction. This Note shall be construed and enforced in accordance with the
domestic, internal law, but not the law of conflict of laws, of the State of New York.



     10. Severability. Any provision contained in this Note which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



[Signature Page to Follow]




3









 





     IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be
duly executed the day and year first above written.



	 	 	 	 	 	 	 
	 	 	FREEDOM ACQUISITION HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ NICOLAS BERGGRUEN	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Nicolas Berggruen	 	 
	 

	 	Title:
	 	President