Exhibit 4.12


 


THIS PROMISSORY
NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). IN ADDITION, THIS NOTE HAS
NOT BEEN REGISTERED UNDER APPLICABLE STATE SECURITIES LAWS IN RELIANCE UPON
EXEMPTIONS PROVIDED UNDER SUCH LAWS. THIS NOTE MAY NOT BE PLEDGED, SOLD OR
TRANSFERRED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING
THE NOTE FILED UNDER THE ACT, (2) AN OPINION OF QUALIFIED COUNSEL, WHICH
OPINION AND COUNSEL ARE SATISFACTORY TO THE BOARD OF DIRECTORS, THAT
REGISTRATION IS NOT REQUIRED OR (3) OTHER EVIDENCE SATISFACTORY TO THE BOARD OF
DIRECTORS THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


	
  €[                 ] Euros

  	
  [           
     , 2007]

  



 


 


For value received Averion International Corp. a Delaware
corporation (“Payor”), promises to pay to Cerep
S.A., a French corporation (“Holder”), the
principal sum of [         Euros
(€          )] with
simple interest on the outstanding principal amount accruing at six percent (6%)
per annum, on the terms set forth below. Interest shall be computed on the
basis of a year of 365 days for the actual number of days elapsed.


 


This Promissory Note (this “Note”),
is issued pursuant to that certain Securities Purchase Agreement dated [           
   , 2007] (the “Closing Date”)
by and between Payor and Holder (the “Purchase Agreement”),
which is incorporated herein by reference as though fully set forth herein. Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them
under the Purchase Agreement.


 


1.             Repayment. Interest
shall be payable in quarterly installments of interest only with the initial
quarter beginning with the month in which this Note was issued and continuing
on the last day of each and every quarterly period thereafter continuing until the
first to occur of (i) the third (3rd) anniversary date of the
Closing Date, or (ii) an Event of Default (as defined below), at which time all
principal and accrued and unpaid interest due on this Note shall be due and
payable (the “Maturity Date”). Payor may prepay
all or any portion of the outstanding balance of unpaid principal and any
accrued but unpaid interest thereon at any time without penalty, fee or
acceleration. Payments made to the Holder shall be net of any fees, taxes and
duties.


 


2.             Place of Payment. All
amounts payable hereunder shall be payable at the office of the Holder or any
bank account specified by the Holder, unless another place of payment shall be
specified in writing by the Holder.


 


3.             Right of Offset. Each
of the Holder and Payor hereby acknowledge and agree that the Holder has
certain indemnification obligations to Payor and its Representatives under
Article VII of the Purchase Agreement. In the event Holder is obligated to
indemnify Payor under the Purchase Agreement, Payor may offset the outstanding
balance of unpaid principal and interest under this Note against the aggregate
amount of payments to be made pursuant to such 


 

















 


indemnification
obligations, subject to the amount limitation set forth in Section 7.6 (a) of
the Purchase Agreement.


 


4.             Representations of Payor. This
Note, when executed and delivered by Payor, shall constitute a valid and
binding obligation of Payor enforceable in accordance with its terms, subject
to laws of general application relating to bankruptcy, insolvency, the relief
of debtors and, with respect to rights to indemnity, subject to federal and
state securities laws.


 


5.             Default. Each
of the following events shall be an “Event of Default”
hereunder:


 


(i)            Payor fails
to pay timely any of the principal amount or any other amounts due under this
Note within fifteen (15) days’ of written notice of non-payment of the same;


 


(ii)           Payor files
any petition or action for relief under any bankruptcy, reorganization,
insolvency or moratorium law or any other law for the relief of, or relating
to, debtors, now or hereafter in effect, or makes any assignment for the
benefit of creditors; or


 


(iii)         An involuntary
petition is filed against Payor (unless such petition is dismissed or
discharged within ninety (90) days) under any bankruptcy statute now or
hereafter in effect, or a custodian, receiver, trustee, assignee for the
benefit of creditors (or other similar official) is appointed to take
possession, custody or control of any property of Payor.


 


Upon the occurrence of an Event of Default hereunder,
all unpaid principal and accrued but unpaid interest and other amounts (if any)
owing hereunder shall, at the option of the Holder, be immediately due, payable
and collectible by the Holder pursuant to applicable law.


 


In addition, late payments of any amounts due under
this Note shall bear interests at twelve percent (12%) per annum.


 


6.             Transfer; Assignment. The
terms of this Note shall apply to, inure to the benefit of, and bind all
parties hereto, their heirs, legatees, devisees, administrators, executors,
successors, assigns. Notwithstanding any provision of this Note to the
contrary, in addition to complying with applicable securities laws, the Holder
must obtain the written consent of the Payor prior to assigning this Note. This
Note is registered on the books of the Payor and is transferable only by
surrender thereof at the principal office of the Payor duly endorsed or
accompanied by a written instrument of transfer duly executed by the registered
Holder of this Note or his attorney duly authorized in writing.


 


7.             Usury Exemption. Notwithstanding
any provision of this Note, Payor shall not and will not be required to pay
interest at a rate or any fee or charge in an amount prohibited by applicable
law. If interest or any fee or charge payable on any date would be prohibited,
then such interest, fee or charge will be automatically reduced to the maximum
amount that is not prohibited. In the event that Holder receives payment of any
interest, fee, or charge that would cause the amount so received to exceed the
maximum amount permitted under applicable law, then, to the extent that the
amount so received exceeds the maximum amount permitted under applicable law:  (a) in the first instance, the amount
received shall be applied to principal and (b) in the second instance, in the
event that the principal amount of this Note has been paid in full, 


 


2

















 


the remaining
amount so received shall be deemed to be a loan from Payor to Holder, repayable
upon the demand of the Payor with interest at the legal rate from the date of
Holder’s receipt of each payment in excess interest, fees, or charges.


 


8.             Subordination.
The Holder of this Note acknowledges and agrees that the rights of Holder under
this Note shall be subordinate and junior to the rights and priorities of any
and all future institutional lenders (and any all successors, assignees and
transferees thereof) of Payor, and Holder hereby agrees to execute and deliver
any additional subordination agreement that may be required by any such future
institutional lender to further evidence such subordination.


 


9.             Governing Law. This
Note shall be governed by and construed under the laws of the State of Delaware,
as applied to agreements among Delaware residents, made and to be performed
entirely within the State of Delaware, without giving effect to conflicts of
law principles.


 


10.          No Rights as Stockholder. The
Holder will not be entitled to vote, receive dividends or exercise any of the
rights of the holders of the Payor’s equity securities for any purpose.


 


11.          Amendments. This
Note may be amended or a provision hereof waived only in a writing signed by
the Payor and the Holder.


 


[Signature
Page to Promissory Note Follows]


 


3

















 


IN WITNESS WHEREOF, Payor
and Holder, intending to be legally bound hereby, have each caused this Note to
be duly executed the day and year first above written.


 


	
  “PAYOR”

  	
  AVERION INTERNATIONAL CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Philip T.
  Lavin

  
	
   

  	
  Its: Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  “HOLDER”

  	
  CEREP,
  S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
					



 


[Signature
Page to Promissory Note]


 


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