Banca Commerciale Italiana
MASTER TERM NOTE
For value received, the undersigned (the "Borrower"), XXXXXX PROMISES TO PAY to
the order of Banca Commerciale Italiana ("BCI") the aggregate unpaid principal
amount of this note as shown in BCI's confirmations from time to time
("Confirmations") together with interest computed as set forth herein on the
unpaid principal amount of this note outstanding from time to time.
The Borrower has designated, and may from time to time, re-designate, in writing
to BCI one or more "Authorized Representatives" who are authorized to request
and commit with BCI to the terms (including applicable interest rates) of loans
by BCI to Borrower (each an "Advance") by telephone and in writing. Such
Authorized Representatives will confirm all telephone transactions in writing to
BCI the same day that they are entered into but failure to so confirm shall not
affect the Borrower's obligations hereunder.
Each Advance with the date thereof, and each payment made on account of
principal hereof, shall be recorded and confirmed by BCI and, prior to any
transfer hereof, copies of the Confirmations reflecting then unpaid obligations
shall be attached hereto. The interest rate applicable to each Advance will be
shown in the Confirmations as a stated annual percentage. Interest will be
calculated on the basis of the number of days actually elapsed in a 360 day year
and paid on the maturity date of each Advance as shown in its initial
Confirmation. Both principal and interest are payable as shown in BCI's
Confirmations but if not so stated then in lawful money of the United States of
America to the account of BCI's New York Branch No. 026005319 at Federal Reserve
Bank, New York, New York, in immediately available funds. In the event the
Borrower does not repay the loan at maturity, Xxxxxxxx authorizes BCI to charge
Xxxxxxxx's accounts with BCI for any amounts due hereunder.
In the absence of manifest error which Xxxxxxxx agrees to promptly send notice
of to BCI after receipt of any Confirmation, the contents of the Confirmations
are conclusive and binding on the Borrower as to the existence and amounts of
the Borrower's obligations recorded thereon but BCI's failure to complete and
send Confirmations shall not impair its rights or reduce the Borrower's
obligations hereunder all of which shall be determined from BCI's books and
records; provided that no manifest error exists.
If any sum payable on any liability of the Borrower to the holder hereof shall
not be paid when due or if the Borrower shall make a general assignment for the
benefit of creditors, file a petition in bankruptcy, be adjudicated insolvent or
bankrupt, commence any proceeding relating to it under any reorganization,
arrangement, readjustment of debt, dissolution or liquidation law or statute of
any jurisdiction, whether now or hereinafter in effect, or by any act indicate
its consent to, approval of or acquiescence in any proceedings for the
appointment of any receiver, or a liquidator shall be appointed for the Borrower
or for a substantial part of its property, or a petition in bankruptcy or for
reorganization shall be filed against the Borrower; then this note and all
other present and future demands of any and all kinds of the holder hereof
against the Borrower, whether created directly or acquired by assignment,
whether absolute or contingent, shall, unless the holder hereof shall otherwise
elect, forthwith be due and payable. After maturity upon acceleration or
otherwise, each Advance shall bear interest at 3% per annum above the rate
applicable to the Advance before maturity but in no event higher than the
maximum permitted under New York law. The Borrower will pay all reasonable
costs and expenses of the holder of this note in connection with the enforcement
of this note including, without limitation, actual reasonable attorney's fees
and legal expenses. This note shall be construed according to and governed by
the internal law of the State of New York. The Borrower waives diligence,
demand, notice of maturity, presentment for payment, notice of dishonor,
protest, notice of protest, and notice of any kind in the enforcement of this
note.
AST RESEARCH, INC.
/s/ WON X. XXXX
by Xxx X. Xxxx
Senior Vice President, Finance and
Financial Officer (Acting).
