10.60
PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned, XIT Corporation, a New Jersey
corporation ("XIT") promises to pay to Xxxxxx Circuits, Inc., a California
corporation (the "Lender") Three Hundred Fifty Thousand and 00/100 Dollars
($350,000.00), without interest, as follows:
1. ASSET PURCHASE AGREEMENT. This Note evidences a loan in the
amount of $350,000.00 (the "Loan") made pursuant to the terms of an Asset
Purchase Agreement dated as January 9, 1998, as amended by the March 31, 1998
Addendum No. 1 to Asset Purchase Agreement, by and between, INTER ALIA, XCEL
Xxxxxx Circuits, Inc. ("Seller"), XIT and the Lender (the "Asset Purchase
Agreement"), pursuant to which Lender has acquired certain assets of Seller.
Capitalized terms used herein and not otherwise defined shall have the
meaning ascribed thereto in the Asset Purchase Agreement.
2. TERM; PAYMENT. The entire principal amount of this Note shall
be paid upon the earlier of the following: 1) within three (3) business days
of the closing of the refinancing by XIT and its affiliates of their existing
term loans and lines of credit, or 2) May 31, 1998. If the refinancing is
not concluded and the Note is not repaid by May 31, 1998, it shall thereupon
become payable upon demand.
3. PREPAYMENTS. This Note may be prepaid, in whole or in part,
by XIT at any time, and from time to time, and without penalty, provided that
no prepayment may be made by XIT until the Lender or any Holder of the Note
shall have received a written notice of the prepayment not less than ten (10)
days prior to such prepayment.
4. DEFAULT. XIT shall be in default under this Note upon the
occurrence of: (i) any of the events specified in Section 4(a) hereof and the
failure to cure such default within ten (10) days after receipt of written
notice thereof from the Lender; or (ii) any of the events specified in
Section 4(b) hereof (any of the foregoing being an "Event of Default"):
(a) Failure to make the principal payment required under this
Note on the due date of such payment; or
(b) Insolvency of, business failure of, or an assignment for
the benefit of creditors by or the filing of a petition under
bankruptcy, insolvency or debtor's relief law, or for any
readjustment of indebtedness, composition or extension by XIT,
or commenced against XIT which is not discharged within
sixty (60) days.
5. REMEDIES UPON EVENT OF DEFAULT. Upon the occurrence of an
Event of Default specified in clauses (a) or (b) of Section 4, the Lender may
declare the entire amount of the Loan immediately accelerated, due and
payable.
6. CHANGES; PARTIES. This Note can only be changed by an
agreement in writing signed by XIT and the Lender. This Note shall inure to
the benefit of and be binding upon XIT and the Lender and their respective
successors and assigns.
7. WAIVER OF PRESENTMENT. Except as otherwise set forth in this
Note, XIT and every endorser of this Note or the obligation represented
hereby waive presentment, demand, notice, protest and all other demands and
notices in connection with the delivery, acceptance, performance, default or
enforcement of this Note, assent to any extension or postponement of time of
payment or any other indulgence and to the addition or release of any other
party primarily or secondarily liable.
8. NOTE TRANSFERABLE. This Note is fully transferrable by
Xxxxxx, without the consent of or notice to, XIT.
9. GOVERNING LAW. THIS NOTE SHALL BE CONSTRUED ACCORDING TO THE
LAWS OF THE STATE OF CALIFORNIA AND XIT AND THE LENDER BY ACCEPTANCE HEREOF
CONSENT TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS OF THE STATE OF
CALIFORNIA TO DETERMINE ANY QUESTIONS OF FACT OR LAW ARISING UNDER THIS NOTE.
XIT AND LENDER CONSENT TO AND CONFER PERSONAL JURISDICTION ON THE FEDERAL
AND STATE COURTS OF CALIFORNIA, AND EXPRESSLY WAIVE ANY OBJECTIONS AS TO
VENUE IN ANY OF SUCH COURTS, AND AGREE THAT SERVICE OF PROCESS MAY BE MADE BY
MAILING A COPY OF THE SUMMONS TO ITS RESPECTIVE ADDRESS.
IN WITNESS WHEREOF, XIT Corporation has executed this Note as of
the day and year set forth below.
Dated: March 31, 1998
XIT CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
-----------------------
Name: Xxxxxxx X. Xxxxx
---------------------
Title: President and Chief Executive Officer:
--------------------------------------
-2-
