XXXXX LOAN AGREEMENT
This Agreement is made this 11th day of November, 1996 by and
between The Xxxxx Corporation ("Xxxxx") and Xxxxxx X. Xxxxxx
("Xxxxxx").
1. Agreement for Loan. Xxxxx hereby loans to Xxxxxx $300,000
on an unsecured basis, upon the terms and to be repaid as set forth
in the note (the "Note") executed by Xxxxxx contemporaneously
herewith.
2. Surrender of Stock Option. As further consideration for
the loan by Xxxxx, Xxxxxx hereby agrees to surrender to Xxxxx for
cancellation, and hereby releases, discharges and terminates any
obligation of Xxxxx with respect to, that certain option agreement
dated March 29, 1996 relating to 150,000 shares of common stock of
Xxxxx and any rights to receive the same.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first above written.
THE XXXXX CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
President
/s/ Xxxxxx X. Xxxxxx
PROMISSORY NOTE
$300,000 November 11, 0000
Xxxxxxxxx, Xxxxxxxxx
FOR VALUE RECEIVED, the undersigned, Xxxxxx X. Xxxxxx
("Maker"), hereby promises to pay to the order of The Xxxxx
Corporation ("Payee"), at Milwaukee, Wisconsin, or at such other
place as Payee shall from time to time direct, the principal amount
of Three Hundred Thousand Dollars ($300,000) on November 1, 1999.
Interest shall accrue on the unpaid principal balance at a rate
equal to 6.07% per annum, compounded annually on the anniversaries
of the date hereof, and shall be payable on November 1, 1999.
Notwithstanding the foregoing, the unpaid principal balance hereof
and accrued interest shall be due and payable in full (a) upon any
transfer of Maker's Class B Units in Sattel Communications LLC
(other than to a Permitted Transferee, as defined in Maker's
Agreement Regarding Award of Class B Units dated November __, 1996
(the "Award Agreement)), by Maker or by any such Permitted
Transferee (including without limitation any transfer contemplated
by Section 5 of the Award Agreement), (b) upon any exchange or
conversion of Class B Units for or into securities registered under
the Securities Exchange Act of 1934, as amended, in accordance with
Section 6 of the Award Agreement or otherwise, or (c) if Maker
shall (i) admit in writing his inability to pay his debts generally
as they become due, (ii) file a petition or answer seeking
reorganization or arrangement of the federal bankruptcy laws or any
other applicable law or statute of the United States of America or
any state thereof, or any other jurisdiction, (iii) make an
assignment or other arrangement for the benefit of his creditors
generally, (iv) consent to the appointment of a receiver for
himself or for the whole or any substantial part of this property,
or (v) have an order for relief in bankruptcy entered against or
with respect to him, provided such order shall not be vacated, set
aside or stayed within thirty (30) days after the date of entry
thereof.
Maker reserves and shall have the right at any time to prepay
without penalty all or any portion of the unpaid principal balance
of this Note. All payments made hereunder prior to a due date
shall first be applied to the payment of accrued interest on the
amount being prepaid and then to the payment of principal.
If payment of this Note is not made when due, interest shall
accrue on the unpaid amounts at a rate per annum equal to the prime
rate in effect from time to time, as published in the Midwest
edition of the Wall Street Journal, plus 4%. Any change in such
interest rate resulting from a change in such prime rate shall
become effective as of the opening of business on the day on which
such changed prime rate was so published.
Maker agrees to pay all costs of collection or enforcement of
this Note, including without limitation, reasonable attorneys' fees
and court costs.
Interest hereunder shall be calculated on the basis of a 360-
day year for the actual days elapsed.
No delay or omission on the part of Payee in exercising any
right given herein or by law to Payee shall impair such right or be
considered as a waiver thereof or as a waiver or acquiescence in
any default hereunder.
Maker waives presentment, demand, notice of dishonor and
protest and consents to any and all extensions or renewals hereof
without notice.
This Note shall be governed by and construed in accordance
with the laws of the State of California.
/s/ Xxxxxx X. Xxxxxx
