1
EXHIBIT 10.13
NOTE SECURED BY STOCK PLEDGE AGREEMENT
$_______________ Austin, Texas ____________, 1999
FOR VALUE RECEIVED, the undersigned Maker promises to pay to the order
of Crossroads Holding Corporation, a Delaware corporation (the "Corporation"),
the principal sum of $______________, together with interest from the date of
this Note Secured by Stock Pledge Agreement (this "Note") on the unpaid balance
from time to time outstanding hereunder. Such interest shall accrue from the
date of advancement on the unpaid balance at the rate of 7.0% per annum,
compounded semi-annually until maturity.
This Note is being executed in connection with and subject to the
terms of the Stock Pledge Agreement dated as of even date herewith (the "Stock
Pledge Agreement"). Capitalized terms used but not defined herein shall have
the respective meanings assigned to them in the Stock Pledge Agreement.
All payments hereunder shall be made in lawful tender of the United
States. Such payment shall be credited first to any accrued and unpaid
interest, and the remainder shall be applied to principal. Prepayment of
principal, together with all accrued and unpaid interest, may be made at any
time without penalty.
The entire unpaid principal sum of this Note, together with all
accrued and unpaid interest, shall mature and immediately become due and
payable in one lump sum on ____________, 2003; provided, however, that the
entire principal sum of this Note shall mature and immediately become due and
payable upon the occurrence of an Event of Default.
All past due principal and accrued interest on this Note shall bear
interest from maturity until paid at the lesser of (i) the rate of 12% per
annum or (ii) the highest rate for which Maker may legally contract under
applicable law.
This Note is full recourse to Maker. Payment of this Note is secured
by the Stock Pledge Agreement covering certain shares of the Common Stock of
the Corporation held of record by Maker. Maker, however, shall remain liable
for payment of this Note, and assets of Maker, in addition to the Collateral
under the Stock Pledge Agreement, may be applied to the satisfaction of Maker's
obligations hereunder. If action is instituted to collect this Note, Maker
promises to pay all costs and expenses (including reasonable attorney fees)
incurred in connection with such action.
This Note shall be construed in accordance with the laws of the State
of Texas without giving effect to any otherwise applicable conflict-of-law
rules.
This Note and the Stock Pledge Agreement constitute the full and
entire understanding and agreement between the parties with regard to the
subjects hereof and thereof and supersedes any and all prior agreements
relating to the subject matter hereof and thereof.
2
IN WITNESS WHEREOF, the undersigned Maker has executed this Note to be
effective as of the date first set forth above.
MAKER:
By:
----------------------------------
Name:
--------------------------------
2
