TERM NOTE
$4,000,000 October 13, 1998
WESTELL TECHNOLOGIES, INC., WESTELL, INC., WESTELL
INTERNATIONAL, INC., AND CONFERENCE PLUS, INCORPORATED (collectively,
"Borrowers"), hereby jointly and severally promise to pay to the order of
LaSalle National Bank (the "Bank") the principal sum of Four Million and No/100
Dollars ($4,000,000), in twelve (12) consecutive quarterly installments of
principal, each in the amount of Three Hundred Thirty-Three Thousand Three
Hundred Thirty-Three and 33/100 Dollars ($333,333.33), payable commencing
November 30, 1998 and continuing on the last day of each February, May, August,
and November thereafter, with a final payment on August 30, 2001 (each, a
"Quarterly Payment Date").
Any and all principal amounts remaining unpaid hereunder from
time to time shall bear interest from the date hereof until paid, payable on the
last day of each Interest Period (as such term is defined in the "Loan
Agreement" (as hereinafter defined)) until payment in full, at the rate(s) set
forth in Section 2.6 of the Loan Agreement.
Borrowers may prepay in whole or in part, at any time and from
time to time, the principal, accrued interest and other amounts due under this
Note without premium or penalty, except as set forth in the Loan Agreement.
Any amount of interest or principal hereof which is not paid
when due, whether on a Quarterly Payment Date, the last day of an Interest
Period, at stated maturity, by acceleration or otherwise, shall bear interest
payable on demand at the "Default Rate" (as such term is defined in the Loan
Agreement).
All payments of principal and interest on this Note shall be
payable in lawful money of the United States of America. In no event shall the
interest payable exceed the highest rate permitted by law. Principal and
interest shall be paid to Bank at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx
00000, or at such other place as the holder of this Note may designate in
writing to Borrowers. All payments hereunder shall be applied as provided in the
Loan Agreement. In determining Borrowers' liability to the Bank hereunder, the
books and records of the Bank shall be controlling absent arithmetic or manifest
error.
This Note evidences certain indebtedness incurred under that
certain Loan and Security Agreement dated as of the date hereof among Borrowers
and Bank (as heretofore or hereafter amended, the "Loan Agreement), to which
reference is hereby made for a statement of the terms and conditions under which
the due date of this Note or any payment thereon may be accelerated or is
automatically accelerated, or under which this Note may be prepaid or is
required to be prepaid. All capitalized terms used herein shall, unless
otherwise defined herein, have the meanings set forth in the Loan Agreement. The
holder of this Note is entitled to all of the benefits provided in said Loan
Agreement and the Loan Documents referred to herein. Borrowers agree to pay all
costs of collection and all reasonable attorneys' fees paid or incurred in
enforcing any of the Bank's rights hereunder promptly on demand of the Bank and
as more fully set forth in the Loan Agreement.
Except as set forth in the Loan Agreement, the Borrowers,
endorsers and all other parties to this Note waive presentment, demand, notice,
protest and all other demands and notices in connection with the delivery,
acceptance, performance, default or enforcement of this Note and the Loan
Agreement. In any action on this Note, the Bank or its assignee need not file
the original of this Note, but need only file a photocopy of this Note certified
by the Bank or such assignee to be a true and correct copy of this Note.
This is the Term Note referred to in the Loan Agreement. This
Note is secured by, among other things, a security interest in the Collateral
granted to the Bank pursuant to Section 4 of the Loan Agreement.
No delay on the part of the Bank in exercising any right under
this Note, any security agreement, guaranty or other undertaking affecting this
Note, shall operate as a waiver of such right or any other right under this
Note, nor shall any omission in exercising any right on the part of the Bank
under this Note operate as a waiver of any other rights.
Upon the occurrence of an Event of Default under the Loan
Agreement, the outstanding indebtedness evidenced by this Note, together with
all accrued interest, shall be due and payable in accordance with the terms of
the Loan Agreement, without notice to or demand upon the Borrowers except as
otherwise set forth in the Loan Agreement, and the Bank may exercise all of its
rights and remedies reserved to it under the Loan Agreement or applicable law.
If any provision of this Note or the application thereof to
any party of circumstance is held invalid or unenforceable, the remainder of
this Note and the application of such provision to other parties or
circumstances will not be affected thereby and the provisions of this Note shall
be severable in any such instance.
BORROWERS HEREBY WAIVE ANY RIGHT BORROWERS MAY NOW OR
HEREAFTER HAVE TO SUBMIT ANY CLAIM, ISSUE OR DEFENSE ARISING HEREUNDER OR UNDER
THE OTHER DOCUMENTS RELATING TO THIS NOTE TO A TRIAL BY JURY.
This Note shall be deemed to have been made under and shall be
governed in accordance with the internal laws and not the conflict of law rules
of the State of Illinois.
WESTELL TECHNOLOGIES, INC.
By:
Title:
WESTELL, INC.
By:_______________________________________
Title:_____________________________________
WESTELL INTERNATIONAL, INC.
By:______________________________________
Title:_____________________________________
CONFERENCE PLUS, INCORPORATED
By:______________________________________
Title:_____________________________________
