Borrower: DATAMETRICS CORPORATION, a Delaware corporation
Account Number: _______________ Note Number: ________________
Address:_______________________ BB&T ___________________, Maryland
_______________________ Date: August 20, 1999
PROMISSORY NOTE
THE UNDERSIGNED REPRESENTS THAT THE LOAN EVIDENCED HEREBY IS BEING OBTAINED FOR
BUSINESS/COMMERCIAL OR AGRICULTURAL PURPOSES. For value received, the
undersigned, jointly and severally if more than one, promises to pay to BRANCH
BANKING AND TRUST COMPANY, a North Carolina banking corporation (the "Bank"), or
order, at any of Bank's offices in the above referenced city (or such other
place or places that may be hereafter designated by Bank), the principal amount
of ONE MILLION FIVE HUNDRED THOUSAND * * * Dollars ($1,500,000.00) plus
accrued interest theron, in immediately available coin or currency of the
United States of America. INTEREST SHALL ACCRUE FROM THE DATE HEREOF ON THE
UNPAID PRINCIPAL BALANCE OUTSTANDING FROM TIME TO TIME AT THE:
|_| Fixed rate of ___________________ % per annum.
|X| Variable rate of the Bank's Prime Rate plus .5% per annum to be adjusted
DAILY as the Bank's prime Rate changes. If checked here |_| the interest
rate will not exceed a(n)|_| fixed average maximum rate of ____ % or |_| a
floating maximum rate of the greater of ___% or the Bank's Prime Rate; and
the interest rate will not decrease below a fixed minimum rate of ___ %. If
an average maximum rate is specified, a determination of any required
reimbursement of interest by Bank will be made: |_| when Note is repaid in
full by Borrower |_| annually beginning on _____________
|_| Fixed rate of _____% per annum through ________________ which automatically
converts on _____________ to a variable rate equal to the Bank's Prime Rate
plus _____% per annum which shall be adjusted as such Prime Rate changes.
|_| ___________________________________________________________________________
PRINCIPAL AND INTEREST ARE PAYABLE AS FOLLOWS
|_| Principal plus any accrued interest not otherwise scheduled herein _______
___________________________ is due in full at maturity on ______________
|_| Principal plus accrued interest
|_| Payable in consecutive ____________________ installments of |_| Principal
commencing on ____________________ |_| Principal and Interest _____________
and continued on the same day of each calendar period thereafter, _________
in equal payments of $____________, with one final payment of all remaining
principal and accrued interest due on ___________________.
|_| Business ChoiceLine Payment Option: 2% of outstanding balance is payable
monthly commencing on _______ and continuing on the same day of each
calendar period thereafter, with one final payment of all remaining
principal and accrued interest due on ___________________.
|X| Accrued interest is payable MONTHLY commencing on September 25, 1999 and
continuing on the same day of each calendar period thereafter, with one
final payment of all remaining principal and accrued costs, fees and
interest due on AUGUST 25, 2000.
Page 1 or 8
|_| Bank reserves the right in its sole discretion to adjust the fixed payment
due hereunder ____________ on _____________ and continuing on the same day
of each calendar period thereafter, in order to maintain an amortization
period of no more than ________________ months from the date of this Note.
Borrower understands the payment may increase if interest rates increase.
|X| Prior to an event of default, Borrower may borrow, repay, and reborrow
hereunder pursuant to the terms of the Loan Agreement, hereinafter defined.
|X| SEE ADDENDUM TO PROMISSORY NOTE FOR ADDITIONAL TERMS, WHICH ARE HEREBY
INCORPORATED.
In addition, the undersigned promises to pay to Bank, or order, a late fee
in the amount of five percent (5%) of any installment past due for fifteen (15)
or more days. When any installment payment is past due for fifteen (15) or more
days, subsequent payments shall first be applied to the past due balance. All
interest shall be computed and charged for the actual number of days elapsed on
the basis of a year consisting of three hundred sixty (360) days. In the event
periodic accruals of interest shall exceed any periodic fixed payment amount
described above, the fixed payment amount shall be immediately increased, or
additional supplemental interest payments required on the same periodic basis as
specified above (increased fixed payments or supplemental payments to be
determined in the Bank's sole discretion), in such amounts and at such times as
shall be necessary to pay all accruals of interest for the period and all
accruals of unpaid interest from previous periods. Such adjustments to the fixed
payment amount or supplemental payments shall remain in effect for so long as
the interest accruals shall exceed the original fixed payment amount and shall
be further adjusted upward or downward to reflect changes in the variable
interest rate; provided that unless elected otherwise above, the fixed payment
amount shall not be reduced below the original fixed payment amount. However,
Bank shall have the right, in its sole discretion, to lower the fixed payment
amount below the original payment amount.
This Promissory Note ("NOTE") is given by the undersigned pursuant to and/
or in connection with the following agreements and instruments: (if any)
Deed(s) of Trust/S.C. Mortgage(s) granted in favor of Bank as beneficiary /
mortgagee:
|_| dated ___________________ in the maximum principal amount of $ ____________
granted by ________________________________________________________________
|_| dated ___________________ in the maximum principal amount of $ ____________
granted by ________________________________________________________________
Security Agreement(s) granting a security interest to Bank: _______________
|X| dated AUGUST 20, 1999 granted by DATAMETRICS CORPORATION, A DELAWARE
CORPORATION
|_| dated _________________ granted by ________________________________________
|X| Loan Agreement dated AUGUST 20, 1999 executed by DATAMETRICS CORPORATION, A
DELAWARE CORPORATION
|X| LIMITED RECOURSE GUARANTY EXECUTED BY XXX XXXXXXXX AND XXXX X. XXXXXXX
|X| STANDBY LETTER OF CREDIT IN THE AGGREGATE AMOUNT OF ONE MILLION FIVE
HUNDRED THOUSAND DOLLARS ($1,500,000.00).
All of the terms, conditions an covenants Of the above described
instruments and agreements and instruments (the "Agreements") are expressly made
a part of this Note by reference in the same manner and with the same effect as
if set forth herein at length and any holder of this Note is entitled to the
benefits of and remedies provided in the Agreements and any other agreements by
and between the undersigned and the Bank.
Page 2 of 8
In addition to collateral pledged pursuant to the terms of the Agreements
(if any) described above, the undersigned, as collateral security for the
indebtedness evidenced by this Note, hereby grants the Bank a security interest
and lien in and to all deposit accounts, certificates of deposit, securities and
stocks now or hereafter in Bank's possession or on deposit with the Bank
including but not limited to the following pledged to Bank: BB&T Savings
Account(s)/Instruments(s), including all renewals, amendments, and proceeds
thereof (if applicable):
|_| # __________________ in the amount of $ ________________ in the name(s) of
|_| # __________________ in the amount of $ ________________ in the name(s) of
|_| ___________________________________________________________________________
If any stock or securities are pledged to Bank herein, the pledge and
security interest includes all cash dividends, stock dividends and splits,
reissued shares, substituted shares, and all proceeds thereof, which the
undersigned promises to deliver to Bank.
No delay or omission on the part of the Note holder in exercising any right
hereunder shall operate as a waiver of such right or of any other right of the
Note holder, nor shall any delay, omission or waiver on any one occasion be
deemed a bar to or waiver of the same or of any other right on any future
occasion. Each of the undersigned and every endorser or guarantor of this Note
regardless of the time, order or place of signing, waives presentment, demand,
protest and notices of every kind and assents to any one or more extensions or
postponements of the time of payment or any other indulgences, to any
substitutions, exchanges or releases of collateral if at any time there be
available to the Note holder collateral for this Note, and to the additions or
releases of any other parties or persons primarily or secondarily liable
herefor.
The failure to pay any part of the principal or interest when due on this
Note or to fully perform any covenant, obligation or warranty on this or on any
other liability to the Bank by any one or more of the undersigned, by any
affiliate of the undersigned as defined in 11 USC Section (101) (2)), or by any
guarantor or surety of this Note (such affiliate, guarantor, and surety each
herein called Obligor), or if any financial statement or other representation
made to the Bank by any of the undersigned or any Obligor shall be found to be
materially incorrect or incomplete, or in the event of default under any of the
Agreements or any other obligation of any of the undersigned or any Obligor in
favor of the Bank, or in the event the Bank demands that the undersigned secure
or provide additional security for its obligations under this Note and security
deemed adequate and sufficient by the Bank is not given when demanded, or in the
event one or more of the undersigned or any Obligor shall die, terminate its
existence, allow the appointment of a receiver for any part of its property,
make an assignment for the benefit of creditors, or where a proceeding under
bankruptcy or insolvency laws is initiated by or against any of the undersigned
or any Obligor, or in the event the Bank should otherwise in good xxxxx xxxx
itself, its security interest, or any collateral unsafe or insecure; or should
the Bank in good faith believe that the prospect of payment or other performance
is impaired, or if there is an attachment, execution, or other judicial seizure
of all or any portion of the Borrower's or any Obligor's assets, including an
action or proceeding to seize any funds on deposit with the Bank, and such
seizure is not discharged within 20 days, or if final judgment for the payment
of money shall be rendered against the Borrower or any Obligor which is not
covered by insurance and shall remain undischarged for a period of 30 days
unless such judgment or execution thereon is effectively stayed, or the
termination of any guaranty agreement given in connection with this Note, then
any one of the same shall be a material default hereunder, and this Note and
other debts due the Bank by any one or more of undersigned shall immediately
become due and payable without notice, at the option of the Bank. From and after
any event of default hereunder, interest shall accrue on the sum of the
principal balance and accrued interest then outstanding at the variable rate
equal to the Bank's Prime Rate plus 5% per annum ("Default Rate"), provided that
such rate shall not exceed at any time the highest rate of interest permitted by
the laws
Page 3 of 8
of the State of Maryland; and further provided that such rate shall apply after
judgement. In the event of any default, the then remaining unpaid principal
amount and accrued but unpaid interest then outstanding shall bear interest at
the Default Rate called for hereunder until such principal and interest have
been paid in full. In addition, upon default, the Bank may pursue its full legal
remedies at law or equity, and the balance due hereunder may be charged against
any obligation of the Bank to any party including any Obligor. BANK SHALL NOT BE
OBLIGATED TO ACCEPT ANY CHECK, MONEY ORDER, OR OTHER PAYMENT INSTRUMENT MARKED
"PAYMENT IN FULL" ON ANY DISPUTED AMOUNT DUE HEREUNDER, AND BANK EXPRESSLY
RESERVES THE RIGHT TO REJECT ALL SUCH PAYMENT INSTRUMENTS. XXXXXXXX AGREES THAT
TENDER OF ITS CHECK OR OTHER PAYMENT INSTRUMENT SO MARKED WILL NOT SATISFY OR
DISCHARGE ITS OBLIGATION UNDER THIS NOTE, DISPUTED OR OTHERWISE, EVEN IF SUCH
CHECK OR PAYMENT INSTRUMENT IS INADVERTENTLY PROCESSED BY BANK UNLESS IN FACT
SUCH PAYMENT IS IN FACT SUFFICIENT TO PAY THE AMOUNT DUE HEREUNDER. IF THIS NOTE
IS PLACED WITH AN ATTORNEY FOR COLLECTION, THE UNDERSIGNED AGREES TO PAY, IN
ADDITION TO PRINCIPAL AND INTEREST, ALL COSTS OF COLLECTION, INCLUDING BUT NOT
LIMITED TO REASONABLE ATTORNEYS' FEES.
The term "Prime Rate," if used herein, means the rate of interest per annum
announced by the Bank from time to time and adopted as its Prime Rate, which is
one of several rate indexes employed by the Bank when extending credit. Any
change in the interest rate resulting from a change in the Bank's Prime Rate
shall become effective as of the opening of business on the effective date of
the change. All obligations of the undersigned and of any Obligor shall bind his
heirs, executors, administrators, successors, and assigns. Use of the masculine
pronoun herein shall include the feminine and the neuter, and also the plural.
If more than one party shall execute this Note, the term "undersigned" as used
herein shall mean all the parties signing this Note and each of them, and all
such parties shall be jointly and severally obligated hereunder. Wherever
possible, each provision of this Note shall be interpreted in such a manner to
be effective and valid under applicable law, but if any provision of this Note
shall be prohibited by or invalid under such law, such provision shall be
ineffective but only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Note. The proceeds of the loan evidenced by this Note may be paid to any one or
more of the undersigned. From time to time the maturity date of this Note may be
extended, or this Note may be renewed in whole or in part, or a new note of
different form any be substituted for this Note, or the rate of interest may be
modified, or changes may be made in consideration of loan extensions, and the
Note holder, from time to time may waive or surrender, either in whole or in
part any rights, guaranties, secured interest, or liens, given for the benefit
of the Note holder in connection with the payment and the securing the payment
of this Note; but no such occurrence shall in any manner affect, limit, modify,
or otherwise impair any rights, guaranties or security of the Note holder not
specifically waived, released, or surrendered in writing, nor shall the
undersigned Borrower makers, or any obligor either primarily or contingently, be
released from such event. The Note holder, from time to time, shall have the
unlimited right to release any person who might be liable hereon, and such
release shall not affect or discharge the liability of any other person who is
or might be liable hereon. No waivers and modifications shall be valid unless in
writing and signed by the Bank. The Bank may, at its option, charge any fees for
the modification, renewal, extension, or amendment of any of the terms of the
Note permitted by applicable laws. In case of a conflict between the terms of
this Note and the Loan Agreement or Commitment Letter issued in connection
herewith, the priority of controlling terms shall be first this Note, then the
Loan Agreement, and then the Commitment Letter if the Commitment Letter survives
closing. This Note shall be governed by and construed in accordance with the
laws of Maryland.
Page 4 of 8
CREDIT LIFE AND DISABILITY INSURANCE
------------------------------------
Subject to certain underwriting criteria and limitations, INDIVIDUAL BORROWERS
AND ADDITIONAL CO-MAKERS HAVE THE RIGHT TO REQUEST CREDIT LIFE AND DISABILITY
INSURANCE PROTECTION FOR THIS LOAN. One or two Borrowers/Co-makers may be
covered by BB&T Credit Lite lnsurance and one Borrower/Co-maker may be covered
by BB&T Credit Disability Insurance. However, the purchase of credit life and
credit disability insurance from the Bank is not a condition of obtaining this
loan.
1, the undersigned, desire the credit insurance with the cost and terms
described below and promise to pay the premium of such insurance coverage.
I understand that I may cancel this credit insurance at any time.
|_| Product I: Complete the following: |_| Fidelity Security Insurance
Company Flex Plan (Complete separate appplication)
CREDIT LIFE INSURANCE Effective Date Term in Mos. Initial Ins. Amount Credit Life Premium
|_| Single |_| Level
|_| Joint |_| Decreasing ______________ ___________ $__________________ $________________
CREDIT DISABILITY INSURANCE Monthly Benefit Amount Credit Disability Premium
Effective Date and Terms in Mos.
Same as Credit Life Insurance Above
------------------------- $---------------------- $--------------------------
Credit Disability Insurance is subject to a 14-day elimination period and a
60-month maximum benefit period. Only the Borrower or Co-Maker who signs the
first line under "Signature(s) of Borrower" is covered by Credit Disability
Insurance.
Signature(s) of Borrowers Total Credit Life and Disability
Insurance Premium
------------------------------------
Signature of Primary Borrower
------------------------------------ $________________________________
Signature of Secondary Borrower
(SIGNATURES ON FOLLOWING PAGE)
Page 5 of 8
BB&T
PROMISSORY NOTE SIGNATURE PAGE
Borrower: DATAMETRICS CORPORATION, a Delaware corporation
Account Number: ____________________ Note Number : ____________
Note Amount: _______________________ Date: August 20, 1999
-----------------
NOTICE OF RIGHT TO COPY OF APPRAISAL: If a 1-4 family residential dwelling is
pledged as collateral for this Note, you, the undersigned, have a right to a
copy of the real estate appraisal report used in connection with your
application for credit. If you wish to receive a copy, please notify the Bank in
writing at the branch office where you applied for credit. You must mail or
deliver your request to the Bank no later than 90 days after the date of this
Note. In your request letter, please provide your name, mailing address,
appraised property address, the date of this Note, and the Account and Note
Numbers shown on the front of this Note.
SHARING OF INFORMATION WITH AFFILIATES. Applicable law permits Bank to share
information with third parties about its credit and account history with you.
Applicable law also permits Bank to share additional information about you and
your accounts with companies related to BB&T by common ownership or control
("Affiliates"). We provide this additional information to our Affiliates so that
you may receive special offers and promotions from our Affiliates. You may
request that Bank not furnish this additional information (other than credit and
account history) to our Affiliates by writing to Branch Banking and Trust
Company, Client Services Administration, P.O. Box 1847, Wilson, North Carolina
27894-1847. Please include your name, address, telephone number, account number
(if known), and social security (tax identification) number. Due to marketing
programs already in progress, please allow a reasonable period of time for your
request to take effect. In order for us to communicate important loan or deposit
account information, we will continue to notify you through occasional statement
inserts or other customer service mailings. Please be aware that state and
federal laws impose certain mandatory disclosures of customer information by
financial institutions. We must comply with laws that require mandatory
production or disclosure.
Page 6 of 8
IN WITNESS WHEREOF, the undersigned, on the day and year first written above,
has caused this note to be executed under seal.
IF BORROWER IS A CORPORATION:
ATTEST: DATAMETRICS CORPORATION, a Delaware corporation
NAME OF CORPORATION
Title: By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, Chairman of the Board
Title: Chief Executive Officer
(Affix seal or
insert name of
corporation in
seal to adopt as
seal of Borrower) By:____________________________________________
Title:_________________________________________
IF BORROWER IS A PARTNERSHIP, LIMITED LIABILITY COMPANY,
OR LIMETED LIABLILTY PARTNERSHIP
WITNESS: _____________________________________________
NAME OF PARTNERSHIP, LLC, OR LLP
___________________________ By:___________________________________ (SEAL)
GENERAL PARTNER OR MANAGER
___________________________ By:____________________________________(SEAL)
GENERAL PARTNER OR MANAGER
___________________________ By:____________________________________(SEAL)
GENERAL PARTNER OR MANAGER
IF BORROWER IS AN INDIVIDAUL
WITNESS: ____________________________________ (SEAL)
__________________________ ____________________________________ (SEAL)
Page 7 of 8
ADDITONAL CO-MAKERS
WITNESS: ____________________________________ (SEAL)
____________________________ ____________________________________ (SEAL)
____________________________ _____________________________________(SEAL)
____________________________ ____________________________________ (SEAL)
____________________________ _____________________________________(SEAL)
Page 8 of 8
ADDENDUM TO PROMISSORY NOTE
WITNESSETH:
The following additional terms are incorporated into the Promissory Note
dated August 20, 1999, by and between Branch Banking and Trust Company (the
"Bank"), and Datametrics Corporation, a Delaware corporation (the "Borrower"):
1. Notices. The Bank shall give Borrower written notice of any default, and
the Borrower shall thereafter have ten (10) business days to cure said default.
Notices shall be given to Borrower by hand-delivery to the Borrower's office
located at 00 X Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxx Xxxx, Xxx Xxxxxx 00000, or sent
via facsimile transmission to (000) 000-0000, or sent by overnight mail via a
nationally recognized overnight delivery service to either of Borrower's
addresses listed above, or by United States mail, first-class and postage
prepaid to either of Borrower's addresses listed above. All notices required or
permitted to be given hereunder to the Bank shall be hand-delivered to the
Lender at 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxx 00000, Attn: Commercial
Lending, or sent by United States Mail, postage prepaid, registered or certified
with return receipt requested to the aforesaid address.
If any written notice is mailed via first-class mail, it shall be deemed
effective on the earlier of actual receipt or on the third (3rd) calendar day
following date of mailing; notices sent by overnight delivery shall be effective
twenty-four (24) hours after being deposited with the overnight delivery
company; and notice delivered in person, by registered or certified mail, or by
facsimile transmission shall be effective upon actual delivery or transmission.
Any party may change its address or facsimile number for notice hereunder to
another location within the continental United States by giving thirty (30) days
written notice to the other party in the manner set forth above.
2. CONFESSED JUDGMENT. UPON THE OCCURRENCE OF A DEFAULT WITHOUT CURE
THEREOF WITHIN ANY APPLICABLE CURE PERIODS, BORROWER HEREBY AUTHORIZES ANY
ATTORNEY DESIGNATED BY THE BANK OR ANY CLERK OF ANY COURT OF RECORD TO APPEAR
FOR BORROWER IN ANY COURT OF RECORD AND CONFESS JUDGMENT WITHOUT PRIOR HEARING
AGAINST XXXXXXXX IN FAVOR OF THE BANK FOR, AND IN THE AMOUNT OF, THE UNPAID
BALANCE OF THE PRINCIPAL AMOUNT OF THIS NOTE, ALL INTEREST ACCRUED AND UNPAID
THEREON, ALL OTHER AMOUNTS PAYABLE BY BORROWER TO THE BANK UNDER THE TERMS OF
THIS NOTE OR ANY OTHER AGREEMENT, DOCUMENTS, INSTRUMENT EVIDENCING, SECURING OR
GUARANTYING THE OBLIGATIONS EVIDENCED BY THIS NOTE, COSTS OF SUIT, AND
REASONABLE ATTORNEY'S FEES.
Page 9 or 8
Borrower hereby releases, to the extent permitted by applicable law, all
errors and all rights of exemption, appeal, stay of execution, inquisition, and
other rights to which Borrower may otherwise be entitled under the laws of the
United States of America or of any state or possession of the United States of
America now in force and which may hereafter be enacted. The authority and power
to appear for and enter judgment against Borrower shall not be exhausted by one
or more exercises thereof or by any imperfect exercise thereof and shall not be
extinguished by any judgment entered pursuant thereto. Such authority may be
exercised on one or more occasions or from time to time in the same or different
jurisdictions as often as the Bank shall deem necessary or desirable, for all of
which this Note shall be a sufficient warrant.
[Signatures on following page.]
BORROWER:
Attest: DATAMETRICS CORPORATION, a
Delaware corporation
__________________________ By: /s/ Xxxxxx X. Xxxxx (Seal)
------------------------------------------
Xxxxxx X. Xxxxx, Chairman of the Board,
Chief Executive Officer
Page 10 of 8
