EXHIBIT 10.20
PROMISSORY NOTE
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$1,493,000 April 15, 1999
Cupertino, California
FOR VALUE RECEIVED, the undersigned, Xxxx Xxxxxxxx ("Borrower"), promises
to pay to Xxxx, Xxxxxx & Associates, Inc. (the "Company"), at its principal
offices at 00000 Xxxxxxx Xxxxx Xxxx., Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxx 00000,
the principal sum of $1,493,000, together with interest from the date of this
Note on the unpaid principal balance upon the terms and conditions specified
below.
1. Principal and Interest. The principal balance of this Note together
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with interest accrued and unpaid to date shall be due and payable three (3)
years from the date of this Note. The parties mutually agree that they may
extend the tern, of the Note at a later point in time.
2. Rate of Interest. Interest shall accrue under the Note on any unpaid
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principal balance at the rate of the Company's cost of borrowing plus 1/18% per
annum, compounded monthly.
3. Prepayment. Prepayment of principal and interest may be made at any
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time without penalty.
4. Events of Acceleration. The entire unpaid principal sum and unpaid
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interest of this Note shall become immediately due and payable upon one or more
of the following events:
A. the failure of the Borrower to pay when due the principal balance
and accrued interest on this Note and the continuation of such default for more
than thirty (30) days; or
B. the insolvency of the Borrower, the commission of an act of
bankruptcy by the Borrower, the execution by the Borrower of a general
assignment for the benefit of creditors, the filing by or against the Borrower
of a petition in bankruptcy or a petition for relief under the provisions of the
federal bankruptcy act or another state or federal law for the relief of debtors
and the continuation of such petition without dismissal for a period of ninety
(90) days or more; or
C. the failure of the Borrower to execute a deed of trust (attached
as Exhibit A and known as Deed of Trust") on his principal residence in
California within five (5) days of a request from the Company; or
D. the sale, transfer, mortgage, assignment, encumbrance or lease,
whether voluntarily or involuntarily or by operation of law or otherwise of the
property covered by any such Deed of Trust, or any portion thereof or interest
therein without the prior written consent of the Company; or
E. the occurrence of a material event of default under any such Deed
of Trust securing this Note or any obligation secured thereby; or
F. the failure of the Borrower to execute all documents necessary to
establish two brokerage accounts in the name of the Company with an aggregate
value of $____________ (collectively. "Brokerage Accounts") and to perfect the
Company's security interest in such Brokerage Accounts; or
G. the occurrence of a material event of default under any such
document executed to establish the Brokerage Accounts and to perfect the
Company's security interest in such Brokerage Accounts.
5. Security. Xxxxxxxx agrees to execute a Deed of Trust conveying to the
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Company a security interest in Xxxxxxxx's principal residence described on
Exhibit X. Xxxxxxxx agrees to execute documents to establish the Brokerage
Accounts, and Xxxxxxxx agrees to grant to the Company a security interest in
such Brokerage Accounts. Borrower shall also execute any document necessary to
perfect the Company's security interest in these Brokerage Accounts. All
documents related to the establishment of the Brokerage Accounts and the
perfection of the Company's security interest in such Brokerage Accounts shall
be called Brokerage Account Documents, attached as Exhibit B. Borrower, however,
shall remain personally liable for payment of this Note, and assets of the
Borrower, in addition to the collateral under the Deed of. Trust and Brokerage
Accounts, may be applied to the satisfaction of the Borrower's obligations
hereunder.
6. Collection. If action is instituted to collect this Note, the Borrower
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promises to pay all reasonable costs and expenses (including reasonable attorney
fees) incurred in connection with such action.
7. Waiver. No previous waiver and no failure or delay by the Company or
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Borrower in acting with respect to the terms of this Note, the Deed of Trust or
the Brokerage Account Documents shall constitute a waiver of any breach,
default, or failure of condition under this Note, the Deed of Trust or the
Brokerage Account Documents, or the obligations secured thereby. A waiver of any
term of this Note, the Deed of Trust, or the Brokerage Account Documents or of
any of the obligations secured thereby must be made in writing and signed by a
duly authorized officer of the Company and shall be limited to the express terms
of such waiver.
Borrower hereby expressly waives presentment and demand for payment at such
time as any payments are due under this Note.
8. Conflicting Agreements. In the event of any inconsistencies between
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the terms of this Note and the terms of any other document related to the loan
evidenced by the Note, the terms of this Note shall prevail.
9. Governing Law. This Note shall be construed in accordance with the
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laws of the State of California.
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Signature of Borrower--Xxxx Xxxxxxxx
Address:
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EXHIBIT A
DEED OF TRUST
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ADDENDUM A TO DEED OF TRUST
The following are additional terms and provisions of the Deed of Trust to
which this Addendum is attached:
In the event the property described in this Deed of Trust or any part
thereof, or any interest therein is sold, agreed to be sold, conveyed or
alienated by Trustor, or by the operation of law or otherwise, all obligations
secured by this instrument, irrespective of the maturity dates expressed
therein, at the option of the holder thereof and without demand or notice, shall
immediately become due and payable.
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