EXHIBIT 10.2
PROMISSORY NOTE
Amount:____________________________ Rocklin, California
Date: _________________
For the value received, the undersigned, International DisplayWorks, Inc.,
a Delaware corporation, with its headquarters located at 000 Xxxxx Xxxxx, Xxxxx
000, Xxxxxxx, Xxxxxxxxxx 00000 (the "Maker"), promises to pay to ___________
_____________________________________________________, _________________________
________________________ or such other place as the holder hereof may designate,
the principal sum of _____________________Dollars ($__________), with interest
from the date hereof on unpaid principal at the rate of 12.00%, simple interest
per annum, based upon a 360 day year, (the "Interest Rate").
1. The Note. The principal balance of the Note, which is outstanding and
unpaid from time to time, is referred to as the "Principal Amount."
2. Interest Rate. The Interest Rate shall be calculated using the actual
number of days elapsed divided by 360. If the amount of interest payable on any
date under this Note would exceed the maximum amount permitted by applicable law
or regulation, then the amount of interest payable on such date shall be reduced
automatically to such maximum amount.
3. Repayment. Accrued interest ("Monthly Payment") shall be payable in
arrears monthly on the first (1st) day of each and every calendar month
thereafter beginning _______________ (each a "Due Date") and continuing until
December 31, 2004 ("Maturity Date"), on which day the entire unpaid balance of
the principal sum hereof and interest thereon shall be due and payable. If a Due
Date falls on a Saturday, Sunday or a holiday, then such Due Date shall be the
next business day following such Due Date. All amounts of principal and interest
payable hereunder shall be paid by Maker in immediately available funds by
certified check. All payments shall be credited first to accrued but unpaid
interest due under the Note, and second, to the reduction of the outstanding
Principal Xxxxxx.
4. Late Payment. In the event a Monthly Payment is not made by the 10th day
of each month (unless such day is a Saturday, Sunday or a Holiday, in which case
the date shall be the next business day), a late fee equal to Six Percent per
annum (6%) of such Monthly Payment shall be assessed against Maker and become
due and payable immediately.
In the event a Monthly Payment is not made as of the 45th day following
such Due Date, then the rate of interest on all accrued and unpaid interest and
principal shall increase Two percentage points (2%) per annum above the Interest
Rate ("Default Interest Rate") from the date of such Due Date, until all
principal and interest is paid in full, which Default Interest Rate shall apply
both before and after any judgment.
5. Prepayments. Maker may prepay this Note in whole or in part at any time
without penalty. Partial prepayments shall be credited (a) first toward accrued
but unpaid interest due under this Note and (b) second toward the reduction of
the outstanding Principal Amount.
6. Events of Default. If one or more of the following events (each, an
"Event of Default") shall have occurred and be continuing:
(a) if Maker shall fail to pay any principal on this Note, or
interest thereon, as of the 45th day following a Due Date;
(b) if Maker voluntary commences any bankruptcy or insolvency
proceeding; or
(c) if any bankruptcy or insolvency proceeding involving Maker
is commenced, provided, however, such Event of Default shall be deemed to have
been cured if such proceeding is stayed, dismissed, bonded or vacated within 60
days of Maker's receipt of notice thereof;
then, Lender may at any time (unless all defaults shall theretofore have been
remedied) at Lender's option, without notice to Maker or any other person,
declare the entire principal and interest of the Note then remaining unpaid to
be due and payable immediately and shall thereafter earn interest, both before
and after judgment, at the Default Interest Rate. Any forbearance, failure or
delay by Lender in exercising any right or remedy under this Note or otherwise
available to Lender shall not be deemed to be a waiver of such right or remedy,
nor shall any single or partial exercise of any right or remedy preclude the
further exercise of such right or remedy.
7. Other Provisions Relating to Interest and Charges. Notwithstanding any
other provision contained in this Note or in any agreement, document or
instrument related to the transaction which this Note is a part: (a) the rates
of interest and charges and the payments provided for herein and therein shall
in no event exceed the rates and charges and the payments which would result in
interest being charged at a rate equaling the maximum allowed by law; and (b)
if, for any reason whatsoever, the holder hereof ever receives as interest (or
as a charge in the nature of interest) in connection with the transaction of
which this Note is a part an amount which would result in interest being charged
at a rate exceeding the maximum allowed by law, such amount or portion thereof
as would otherwise be excessive interest shall automatically be applied toward
reduction of the unpaid principal balance then outstanding hereunder. Any such
amount shall not be applied toward payment of interest (or toward payment of a
charge in the nature of interest).
8. Costs. In the event that (a) any payment under this Note is not made at
the time and in the manner required hereunder, (b) the holder hereof incurs any
costs of collection or other costs reasonably necessary for the protection of
the interest of Lender with respect to this Note, including reasonable
attorney's fees, or (c) the holder hereof exercises its right to accelerate the
maturity of the obligations hereunder, Maker agree to pay any and all costs and
expenses (regardless of the particular nature thereof and whether incurred
before or after the initiation of suit or before or after judgment) which may be
incurred by the holder hereof in connection with the enforcement of any of its
rights under this Note, including court costs and attorneys' fees.
9. Waivers. Maker shall waive presentment by Lender for payment, demand,
notice of dishonor and nonpayment of this Note, and consent to any and all
extensions of time, renewals, waivers or modifications that may be granted by
Lender with respect to the payment or other provisions of this Note, with or
without substitution.
10. Governing Law. This Note is delivered in the State of California and
shall be governed by and construed in accordance with the laws of the State of
California without reference to its choice of law rules.
11. Severability. If for any reason one or more of the provisions of this
Note or their application to any person or circumstances shall be held to be
invalid, illegal or unenforceable in any respect or to any extent, such
provisions shall nevertheless remain valid, legal and enforceable in all such
other respects and to such extent as may be permissible. In addition, any such
invalidity, illegality or unenforceability shall not affect any other provisions
of this Note, but this Note shall be construed as if such invalid, illegal or
unenforceable provision had never been contained therein.
12. Successors and Assigns; Transferability. This Note inures to the
benefit of Xxxxxx and binds Maker and their respective successors and assigns.
This Note shall not be transferable or assignable, by operation of law or
otherwise, by any Maker without the express written consent of Lender. Any
transfer in violation of this provision shall be void ab initio. The Lender may
assign this Note at any time without the consent of Maker. Following the
effective date of any assignment by Xxxxxx, Lender shall provide Maker immediate
notice of such assignment, which notice shall identify the assignee and provide
the address and facsimile number of such assignee. Unless and until Maker
receive a notice of an assignment, Maker shall be permitted to recognize the
Lender as holders of the Note and shall not be liable for any payment made to
Lender instead of the assignee of the Note. Following receipt of notice of an
assignment of the Note, Maker shall recognize the assignee as Lender for all
purposes under this Note.
13. Captions. The captions or headings of the paragraphs in this Note are
for convenience only and shall not control or affect the meaning or construction
of any of the terms or provisions of this Note.
14. Notice and Acknowledgment of Representative. All notices and other
communications required or permitted hereunder shall be in writing and shall
delivered to the address listed above.
IN WITNESS WHEREOF, the undersigned have executed this Note on the date
first written above.
MAKER
International DisplayWorks, Inc.,
a Delaware corporation
Xxxxxxx X. Xxxxxxx, Chairman & CEO
