Exhibit 10.1
PROMISSORY NOTE
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$6,554,500 Englewood, Colorado
December 19, 1994
FOR VALUE RECEIVED, the undersigned, XXXXX EARTH SEGMENT, INC., a
Colorado corporation ("Borrower"), promises to pay to the order of XXXXX
SPACELINK, LTD., a Colorado corporation ("Spacelink") on or before December 19,
1999, the principal sum of Six Million Five Hundred Fifty-Four Thousand Five
Hundred Dollars ($6,554,500), together with interest on the unpaid principal
amount from time to time outstanding at the rate per annum equal to one percent
(1%) over the prime rate of interest charged from time to time by Colorado
National Bank (the "Bank") from the date hereof until all amounts hereunder are
paid in full. The effective date of each change in the interest rate on this
Note shall be the date on which a change in the Bank's prime rate is effected.
Interest, based on a 360-day year, shall be accrued for the number of days the
principal sum (or any portion thereof) is actually outstanding.
Payments of interest only shall be due and payable quarterly on August 31,
November 30, February 28 and May 31 of each year, and such payments shall be
made to Spacelink at its corporate office in immediately available funds without
setoff, counterclaim or other deduction of any nature.
Notwithstanding the face amount of this Note, Xxxxxxxx's liability
hereunder shall be limited at all times to its actual aggregate outstanding
indebtedness to Spacelink, consisting of outstanding principal and interest
hereunder and all fees and costs provided for herein.
If any payment of principal or interest hereunder shall become due on a
day which is not a business day, such payment shall be made on the next
following business day. Failure of Borrower to pay the interest when due shall
be considered an event of default under this Note. If such default continues for
five (5) days after notice of default from Spacelink, the entire balance of the
indebtedness evidenced hereby will become due and payable at once, at the option
of Spacelink.
If the principal amount of this Note shall not be paid when due, the
principal amount and accrued interest shall, from and after the default date,
bear interest at the rate eighteen percent (18%) per annum. Xxxxxxxx agrees to
pay reasonable attorneys' fees and all other reasonable costs and expenses
incurred in the enforcement of this Note, and the collection of amounts due
hereunder, whether such enforcement or collection is by court action or
otherwise.
Other than as provided in this Note, Borrower waives demand for payment,
presentment for payment, notice of nonpayment or dishonor, protest and notice of
protest. No renewal or extension of this Note, no delay in the enforcement
hereof, and no delay or omission in exercising any right or power hereunder,
shall affect the liability of Borrower. No delay or omission by Spacelink in
exercising any power or right hereunder shall impair such right or power or be
construed to be a waiver of any default, nor shall any single or partial
exercise of any power or right hereunder preclude any or the full exercise
thereof or the exercise of any other right or power. Each legal holder shall
have and may exercise all the rights and powers given to Spacelink.
Payment of the obligations evidenced by this Note is secured by (i) a deed
of trust of even date hereof granting a security interest in certain real
property situated in Xxxxxxx County, Colorado and (ii) a security interest in
certain property more particularly described in a Security Agreement of even
date hereof.
THIS PROMISSORY NOTE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
COLORADO.
Attest: XXXXX EARTH SEGMENT, INC.
/s/ Xxxx Xxx Xxxxxx By /s/ Xxxxxxxxx X. Xxxxxx
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Xxxx Xxx Xxxxxx Xxxxxxxxx X. Xxxxxx
Assistant Secretary Vice President
(Corporate Seal)
For value received, the undersigned hereby unconditionally guarantees the
payment of this Note and all extensions or renewals thereof, and all expenses,
including reasonable attorneys' fees and legal expenses, incurred in the
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collection thereof, the enforcement of rights under any security therefor and
the enforcement hereof, and waives presentment, demand, notice of dishonor,
protest and all other notices whatsoever and agrees that the holder of said Note
may from time to time extend or renew said Note for any period (whether or not
longer than the original period of said Note) and grant any releases,
compromises or indulgences with respect to said Note or any extension or renewal
thereof or any security therefor or to any party liable thereunder or hereunder,
all without notice to or consent of any of the undersigned and without affecting
the liability of the undersigned hereunder.
Attest: XXXXX INTERNATIONAL, LTD.
/s/ Xxxx Xxx Xxxxxx By /s/ XXXXXX X. XXXX
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Xxxx Xxx Xxxxxx Name: Xxxxxx X. Xxxx
Assistant Secretary -------------------------------
Title: VICE PRESIDENT/CEO of AFFAIRS
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Pay to the order of Xxxxx Intercable, Inc.
Dated: December 20, 1994
XXXXX SPACELINK, LTD.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X Xxxxxx, President
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