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EXHIBIT 10.29
TERM NOTE
$1,500,000.00 Pittsburgh, Pennsylvania
January 12, 2000
FOR VALUE RECEIVED, the undersigned SUPERCONDUCTOR TECHNOLOGIES INC., a
Delaware corporation (herein called the "Borrower"), hereby promises to pay to
the order of PNC BANK, NATIONAL ASSOCIATION (the "Bank") the principal sum of
One Million Five Hundred Thousand U.S. Dollars (U.S. $1,500,000.00), which shall
be payable to the Bank upon the earlier of (i) June 12, 2000 or (ii) the closing
of an equity financing in which Borrower issues shares of common stock and
receives an aggregate of at least $3,000,000.00 in net proceeds from such
issuance.
The Borrower shall pay interest on the unpaid principal balance hereof
from time to time outstanding from the date hereof at the rate or rates per
annum specified by the Borrower pursuant to Section 2A.5 of, or as otherwise
provided in, as amended by the First Amendment dated December 1, 1999 and the
Second Amendment of even date herewith (the "Credit Agreement").
Upon the occurrence and during the continuation of an Event of Default,
the Borrower shall pay interest on the unpaid principal balance hereof at a rate
per annum (based on a year of 360 days and actual days elapsed) equal to three
hundred basis points (3% per annum) above the rate of interest otherwise
applicable hereto. Such interest rate will accrue before and after any judgment
has been entered
Subject to the provisions of the Credit Agreement, interest on this Term
Note will be payable on the first Business Day of each calendar month after the
date hereof and one the maturity date, and thereafter on demand.
If any payment or action to be made or taken hereunder shall be stated
to be or become due on a day which is not a Business Day, such payment or action
shall be made or taken on the next following Business Day and such extension of
time shall be included in computing interest or fees, if any, in connection with
such payment.
Subject to the provisions of the Credit Agreement, payments of principal
and interest shall be made without setoff, counterclaim or other deduction of
any nature at the office of the Bank located at 000 Xxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx 00000-0000, xx xxxxxx xxxxx xx xxx Xxxxxx Xxxxxx xx Xxxxxxx in
immediately available funds.
This Note is the Term Note referred to in, and is entitled to the
benefits of, the Credit Agreement and the other Loan Documents, including the
representations, warranties, covenants, conditions, security interests and Liens
contained or granted therein. The Credit Agreement among other things contains
provisions for acceleration of the maturity hereof upon the happening of certain
stated events and also for prepayments, in certain circumstances, ion account of
principal hereof prior to maturity upon the terms and conditions therein
specified.
All capitalized terms used herein shall, unless otherwise defined
herein, have the same meanings given to such terms in the Credit Agreement.
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Except as otherwise provided in the Credit Agreement, the Borrower
waives presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or enforcement of
this Note and the Credit Agreement.
This Note shall bind the Borrower and its successors and assigns, and
the benefits hereof shall inure to the benefit of the Bank and its successors
and assigns. All references herein to the "Borrower" and the "Bank" shall be
deemed to apply to the Borrower and the Bank, respectively, and their respective
successors and assigns.
IN WITNESS WHEREOF, the undersigned has executed this Note by its duly
authorized officers with the intention that it constitute a sealed instrument.
SUPERCONDUCTOR TECHNOLOGIES INC.
By: /s/ X. Xxxxx Xxxxxx
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Title: President and CEO
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