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EXHIBIT 4.10
SENIOR NOTE
$4,300,000 Portsmouth, New Hampshire
January 12, 1999
FOR VALUE RECEIVED, the undersigned maker, Objective Communications,
Inc., a Delaware corporation (the "Maker"), hereby promises to pay to the order
of Sanmina Corporation/Golden Eagle Systems, Inc. (hereinafter referred to as
"Holder," which term shall include any future holder of this Note), at 00
Xxxxxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxxxxx 00000, or at such other place as
Holder may designate from time to time, in lawful money of the United States,
the principal sum of four million three hundred thousand dollars ($4,300,000),
together with interest as hereinafter provided.
From the date hereof until this Note is paid in full, interest shall
accrue on the principal amount of the Note outstanding from time to time at an
annual rate of 7.00%, payable in arrears as hereinafter set forth in this Note.
This Note shall mature, and all principal and interest on this Note then
outstanding shall be due and payable in full, on January 12, 2002 (the "Maturity
Date"). The principal amount of this Note shall be subject to prepayment as
hereinafter set forth in this Note. During the first year that the indebtedness
evidenced by this Note is outstanding, the Maker will make payments of interest
only on the principal amount outstanding semi-annually on July 12, 1999 and
January 12, 2000, in arrears. Thereafter, the remaining outstanding principal
amount of and accrued and unpaid interest on the Note will be amortized equally
over the remaining twenty-four (24) month term of the Note. The Maker will make
equal monthly payments of principal and accrued interest to the Holder beginning
on February 12, 2000, and continuing monthly until January 12, 2002, at which
time the outstanding principal amount of this Note and all accrued and unpaid
interest thereon will be paid in full by the Maker.
This Note may be prepaid, in full or in part, by the Maker at any time
without any premium or penalty. The Maker shall make a prepayment of principal
in the amount of one million one hundred thousand dollars ($1,100,000) in the
event that the Maker completes a public offering or a private placement of its
securities with gross proceeds to the Maker in excess of $8 million prior to the
Maturity Date. Such principal prepayment shall be due and payable by the Maker
on the date on which such financing closes. The obligation of the Maker to make
the prepayment of the principal amount mentioned above shall be expressly
conditioned upon the transfer to the Maker by the original Holder of this Note
good and marketable title, free and clear of all liens and encumbrances, to
certain materials (piece parts), inventory and unreturnable inventory located at
the Holder.
In the event that Maker fails to make any payment as and when due
hereunder, Xxxxx agrees to pay all costs of collection when incurred, including,
without limitation, attorneys' fees and expenses and court costs.
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Sanmina Note Page 2
This Note shall be binding upon Maker's successors and assigns and
shall inure to the benefit of the heirs, legal representatives, successors and
assigns of Xxxxxx. Maker waives presentment, demand, protest, notice of dishonor
and all other notices and demands. This Note supersedes all prior written
agreements and understandings between Maker and Holder with respect to its
subject matter. None of the terms or provisions of this Note may be excluded,
modified or amended except by a written instrument duly executed on behalf of
Xxxxxx expressly referring hereto and setting forth the provisions so excluded,
modified or amended.
The validity and performance of the terms hereof shall be governed by
and construed in accordance with the laws of the State of New Hampshire, without
regard to the conflict of laws provisions.
Maker: OBJECTIVE COMMUNICATIONS, INC.
By:
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Name: Xxxxxx X. Xxxxx
Title: Vice President Administration & Finance
