EXHIBIT 10.26
Secured Term Note
(Term Loan)
Borrower: Osicom Technologies, Inc., a Delaware corporation
(formerly known as Cray Communications, Inc.)
Address: 0000 00xx Xxxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Date: April 16, 1999
$478,000 Los Angeles, California
FOR VALUE RECEIVED, the undersigned Xxxxxxxx promises to pay to the order of
COAST BUSINESS CREDIT(R), a division of Southern Pacific Bank ("Coast"), at
00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx, or at any such
other address as the holder of this Secured Term Note (this "Note") shall
direct, the principal sum ("Principal") of Four Hundred Seventy Eight Thousand
Dollars ($478,000.00), plus interest and other charges as hereinafter provided.
Principal hereunder shall be repaid in equal monthly installments of
Thirteen Thousand Two Hundred Severty Seven Dollars and Seventy Eight Cents
($13,277.78), with the first payment commencing on May 31, 1999 and continuing
on the last day of each month thereafter.
The unpaid Principal balance together with accrued interest and other
charges shall be fully due and payable on the earlier of (i) the Maturity Date
as provided in Section 6.1 of the Loan and Security Agreement between Borrower
and Coast dated as of September 27, 1996, as amended by the 1st Amendment to
Loan and Security
Agreement of even date herewith (the "Loan Agreement"), (ii) the effective date
of termination as provided in Section 6.2 of the Loan Agreement (the Loan
Agreement and all documents and agreements relating thereto are collectively
referred to as the "Loan Documents") or (iii) February 1, 2002. The automatic
renewal provided in Section 6.1 of the Loan Agreement shall not be applicable to
modify the payment terms of the Principal hereunder.
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Interest shall accrue at a rate equal to the "Prime Rate" plus 2.5% per
annum, calculated on the basis of a 360-day year for the actual number of days
elapsed or such different interest rate as provided in the Loan Documents. The
interest rate shall be adjusted monthly as of the first day of each month, and
the interest to be charged for each month shall be based on the highest "Prime
Rate" in effect during said month. Interest shall be payable monthly, on the
last day of the month. "Prime Rate" means the actual "Reference Rate" or the
substitute therefor of Bank of America NT & SA whether or not that rate is the
lowest interest rate charged by said bank. If the Prime Rate, as defined, is
unavailable, "Prime Rate" shall mean the highest of the prime rates published in
the Wall Street Journal on the first business day of the month, as the base rate
on corporate loans at large U.S. money center commercial banks. Interest on this
Note shall be subject to adjustments as provided in Section 1.2 of the Schedule
to the Loan Agreement and Section 7.2 of the Loan Agreement.
Principal of, and interest on, this Note shall be payable in lawful money
of the United States of America. If a payment hereunder becomes due and payable
on a Saturday, Sunday or legal holiday, the due date thereof shall be extended
to the next succeeding business day, and interest shall be payable thereon
during such extension.
In the event Borrower fails to pay when due any payment of Principal or
interest on this Note, or if any default or event of default occurs under the
Loan Documents or any other present or future instrument, document, or agreement
between Borrower and Coast, Coast may, at its option, at any time, declare the
entire unpaid Principal balance of this Note plus all accrued interest and other
charges to be immediately due and payable, without notice or demand. The
acceptance of any installment of Principal or interest by Coast after the time
when it becomes due, as herein specified, shall not be held to establish a
custom, or to waive any rights of Coast to enforce payment when due of any
further installments or any other rights, nor shall any failure or delay to
exercise any rights be held to waive the same.
Xxxxxxxx agrees to pay an Early Termination Fee in the amount and when
provided in the Loan Agreement.
All payments hereunder are to be applied first to costs and fees referred
to herein, second to the payment of accrued interest and the remaining balance
to Principal. Any Principal prepayment hereunder shall be applied against
Principal payments in the inverse order of maturity. Coast shall have the
continuing and exclusive right to apply or reverse and reapply any and all
payments hereunder in its sole discretion.
Xxxxxxxx agrees to pay all reasonable costs and expenses (including,
without limitation, attorneys' fees and costs) incurred by Coast in connection
with or related to this Note, or its enforcement, whether or not suit be
brought. Borrower hereby further waives presentment, demand for payment, notice
of dishonor, notice of nonpayment, protest, notice of protest, and any and all
other notices and demands in connection with the delivery, acceptance,
performance, default, or enforcement of this Note.
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This Note is secured by the Collateral (as defined in the Loan Agreement)
and all other present and future security that may be provided by Borrower to
Coast. Nothing herein shall be deemed to limit any of the terms or provisions of
the Loan Documents, or any other present or future document, instrument or
agreement, between Borrower and Coast, and all of Coast's rights and remedies
hereunder and thereunder are cumulative.
In the event any one or more of the provisions of this Note shall for any
reason be held to be invalid, illegal or unenforceable, the same shall not
affect any other provision of this Note and the remaining provisions of this
Note shall remain in full force and effect.
No waiver or modification of any of the terms or provisions of this Note
shall be valid or binding unless set forth in a writing signed by a duly
authorized officer of Coast, and then only to the extent therein specifically
set forth.
COAST AND BORROWER EACH HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY
ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO: (i)
THIS NOTE; OR (ii) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN
COAST AND BORROWER; OR (iii) ANY CONDUCT, ACTS OR OMISSIONS OF COAST OR BORROWER
OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER
PERSONS AFFILIATED WITH COAST OR BORROWER.
Except as otherwise provided in this Note, any dispute, controversy or
claim arising out of or relating to this Note shall be settled by arbitration
pursuant to the arbitration provisions set forth in the Loan Agreement.
This Note is payable in, and shall be governed by the internal laws of,
the State of California.
Borrower:
OSICOM TECHNOLOGIES, INC.,
a Delaware corporation, fka Cray Communications, Inc.
By /s/ Xxxxxxxxxxx Xxx
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Title Treasurer/Security
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