EXHIBIT 10.3
LOAN AGREEMENT
This Loan Agreement ("Agreement") is entered into by and among
Integrated Performance Systems, Inc., a New York corporation ("Integrated"),
Best Circuit Boards, Inc. ("BCB"), and Xxxx Xxxxxx ("Xxxxxx") dated
effective as of October 28, 2005.
RECITALS
A. Integrated issued on November 24, 2004 three secured promissory
notes in the principal amounts of $200,000 ("$200,000 Note"),
$1,000,000 ("$1,000,000 Note"), and $3,000,000 ("$3,000,000 Note")
(collectively referred to as "Notes") each payable to Xxxxxx.
B. The $200,000 Note and $3,000,000 Note were due and payable on
February 28, 2005. The $1,000,000 Note is due and payable on
November 30, 2007.
C. The Notes were secured by Integrated which pledged all the stock
of its wholly subsidiary, BCB, as well as all the assets of
Integrated ("Integrated Security Agreement").
D. The Notes were further secured by LSC Merger Corp. ("LSCMC") which
pledged all its assets. LSCMC was merged into BCB effective as of
November 24, 2004 "BCB Security Agreement"). (The Integrated
Security Agreement and the BCB Security Agreement are collectively
referred to as "Security Agreements").
E. Integrated failed to pay Xxxxxx the principal and accrued interest
of the $200,000 Note and the $3,000,000 Note when they became due
on February 28, 2005.
F. Integrated has failed to pay Xxxxxx the accrued interest owing on
the $1,000,000 Note.
G. Integrated, BCB and Xxxxxx have agreed to amend and restate the
Notes pursuant to this Agreement.
H. Integrated, BCB and Xxxxxx agree to amend and restate the Security
Agreements pursuant to this Agreement.
NOW THEREFORE, Integrated, BCB and Xxxxxx agree as follows:
ARTICLE I
AMEND NOTES
1.1 Integrated, BCB and Xxxxxx agree to amend and restate the Notes
into an Amended and Restated Secured Promissory Note ("Secured
Promissory Note") in the form as described on Exhibit 1.1
1.2 Integrated, BCB and Xxxxxx agree to the accrued interest for the
Notes is $309,866.64 as of the date of this Agreement.
1.3 Integrated and BCB agree to pay Xxxxxx $309,866.64 of the accrued
interest as described in Section 1.2.
1.4 Integrated, BCB and Xxxxxx agree to add the remaining unpaid
accrued interest to the principal of the Secured Promissory Note.
ARTICLE II
AMEND SECURITY AGREEMENTS
2.1 Integrated and Xxxxxx agree to amend and restate the Integrated
Security Agreement in the form as described in Exhibit 2.1.
2.2 BCB and Xxxxxx agree to amend and restate the BCB Security
Agreement in the form as described in Exhibit 2.2.
2.3 Integrated and BCB agree to execute UCC-1s and file them in the
appropriate counties and state filing offices in the State of New
York and Texas.
ARTICLE III
RATIFICATION
3.1 Integrated and Xxxxxx agree that the amendment and restatement of
the Notes and Security Agreements are only amendments of the Notes
and Security Agreements and do not in any way extinguish the
original obligations of the Notes and Security Agreements.
3.2 Integrated, BCB and Xxxxxx ratify and reconfirm the obligation of
the Notes and Security Agreements in the Secured Promissory Note,
the Integrated Security Agreement and the BCB Security Agreement,
as modified therein.
ARTICLE IV
MISCELLANEOUS
4.1 Integrated has delivered to Xxxxxx all stock certificates of BCB
with blank stock powers executed by Integrated.
4.2 This Agreement shall be governed by the laws of the State of
Texas (regardless of the laws that might otherwise govern under
applicable principles of conflicts of law of the State of Texas).
4.3 This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original but all of which together
shall constitute one and the same instrument.
4.4 Facsimile signatures constitute an original signature for all
purposes.
4.5 This Agreement embodies the entire agreement and understanding of
the parties hereto in respect of the subject matter contained
herein and, other than as expressly contemplated herein,
supersedes all prior agreements and understandings between the
parties with respect to such subject matter.
EXECUTED effective as of the date first written above.
Integrated Performance Systems, Inc.
By: _____________________
Its _____________________
Best Circuit Boards, Inc.
By: _____________________
Its _____________________
_________________________
Xxxx Xxxxxx
