EXHIBIT 10.2
THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO THE PRIOR PAYMENT IN
FULL OF ALL SENIOR INDEBTEDNESS TO THE EXTENT PROVIDED IN THE SECURITIES
PURCHASE AGREEMENT DATED OCTOBER 2, 2006 AMONG XXXX MICROPRODUCTS INC., THE
TEACHERS' RETIREMENT SYSTEM OF ALABAMA AND THE EMPLOYEES' RETIREMENT SYSTEM OF
ALABAMA (THE "SECURITIES PURCHASE AGREEMENT"). THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE. THIS NOTE MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. IN ADDITION, THE
TRANSFER OF THIS NOTE IS SUBJECT TO THE CONDITIONS SPECIFIED IN ARTICLE 10 OF
THE SECURITIES PURCHASE AGREEMENT. NO TRANSFER OF THIS NOTE SHALL BE VALID OR
EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. A COPY OF THE SECURITIES
PURCHASE AGREEMENT IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE
OFFICE OF THE ISSUER. THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE,
AGREES TO BE BOUND BY THE PROVISIONS OF THE SECURITIES PURCHASE AGREEMENT.
9% SENIOR SUBORDINATED NOTE
$23,000,000 Dated: October 2, 2006
FOR VALUE RECEIVED, the undersigned, XXXX MICROPRODUCTS INC., a
California corporation (the "Company"), promises to pay to the order of THE
TEACHERS' RETIREMENT SYSTEM OF ALABAMA (the "Holder") at its office in
Montgomery, Alabama or at such other place as may be designated from time to
time by the Holder the principal sum of Twenty-Three Million Dollars
($23,000,000) together with interest on the unpaid principal balance hereof from
the date hereof until this Note is fully paid, at an annual rate of interest
equal to nine percent (9%), calculated on the basis of a 360-day year consisting
of 12 30-day months.
The outstanding principal balance plus accrued interest under this Note
shall be payable in consecutive semi-annual installments of (i) $328,571.43 plus
accrued interest on February 1, 2007, (ii) $328,571.43 plus accrued interest on
August 1, 2007, (iii) $575,000.00 plus accrued interest on February 1, 2008,
(iv) $575,000.00 plus accrued interest on August 1, 2008, (v) $821,428.57 plus
accrued interest on February 1, 2009, (vi) $821,428.57 plus accrued interest on
August 1, 2009, (vii) $1,067,857.14 plus accrued interest on February 1, 2010,
(viii) $1,067,857.14 plus accrued interest on August 1, 2010, (ix) $1,314,285.71
plus accrued interest on February 1, 2011, (x) $1,314,285.71 plus accrued
interest on August 1, 2011, (xi) $1,642,857.14 plus accrued interest on February
1, 2012, (xii) $1,642,857.14 plus accrued interest on August 1, 2012, (xiii)
$5,750,000.00 plus accrued interest on February 1, 2013, and (xiv) $5,750,000.00
plus accrued interest on August 1, 2013. Any and all principal of the Note
remaining unpaid, together with all interest accrued but unpaid thereon,
automatically and unconditionally shall be due and payable in full on August 1,
2013.
The Company may prepay this Note from time to time without premium or
penalty as provided in the Securities Purchase Agreement. Payments hereunder
shall be applied first to the payment of accrued interest and then to the
reduction of principal. This Note is issued pursuant to and is subject to the
Securities Purchase Agreement which, among other things, provides for
acceleration of the maturity hereof upon the occurrence of an Event of Default,
as defined in the Securities Purchase Agreement. The undersigned agrees to pay
all costs of collection, including reasonable attorney's fees, in the event this
Note is not paid when due. This Note is being delivered in, and shall be
governed by, the laws of the State of Alabama. Presentment or other demand for
payment, notice of dishonor and protest are expressly waived.
The Company has caused this Note to be executed by its duly authorized
officer as of the date first set forth above.
XXXX MICROPRODUCTS INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chief Financial Officer
