EXHIBIT 10.14
NOTE
----
U.S. $1,500,000 Dated: May 30, 1997
FOR VALUE RECEIVED, the undersigned, Milwaukee Land Company, a
Delaware corporation (the "Obligor"), HEREBY PROMISES TO PAY to PG Design
Electronics, Inc. (the "Obligee") the principal sum of One Million Five Hundred
Thousand United States Dollars ($1,500,000), on September 30, 2000, subject to
the terms and conditions set forth below.
The Obligor promises to pay interest quarterly on the unpaid
principal amount owing hereunder at a rate of interest equal to 8% per annum
(calculated on the basis of a 365-day year), payable on the last business day of
each calendar quarter, commencing June 30, 1997.
Both principal and interest are payable in lawful money of the
United States of America to Obligor, at the account designated by Obligor, in
immediately available funds.
This Note is one of the two Notes referred to in, and is
entitled to the benefits of, the Asset Purchase Agreement, dated as of April 4,
1997 (the "Purchase Agreement"), among the Obligor, PG Newco Corp. ("PG Newco"),
a wholly-owned subsidiary of the Obligor, the Obligee and certain Shareholder
Indemnitors signatory thereto.
Demand, presentment, protest and notice of non-payment and
protest are hereby waived by the Obligor.
For so long as any payments remain due and owing under this
Note, the Obligor shall not use any of its available free cash for any purpose
other than (i) to fund its corporate operations and obligations or (ii) to
support the growth of PG Newco through investment in PG Newco or through
acquisitions of assets or businesses related to or complementary to the business
of PG Newco, unless, and to the extent that, the Obligor's available free cash
------ ----------------------
exceeds the aggregate principal amount outstanding under this Note, in which
--------
case, the Obligor shall be free to use such excess available free cash for any
----
purpose, including, but not limited to, the payment of dividends to its
shareholders and acquisitions or investments not related to the business of PG
Newco.
This Note shall cease to be of any legal force or effect, and
any and all remaining payment obligations of Obligor hereunder, whether for
payment of principal or interest, shall automatically and immediately and
forever cease to exist, if, at any time during the term of this Note, Xxxxx X.
XxxXxxxxxx ("XxxXxxxxxx") shall cease to be employed by PG Newco as a result of
his voluntary action. For purposes of this paragraph, XxxXxxxxxx'x death,
disability, or discharge by PG Newco shall not constitute "voluntary action."
This Note is non-transferable and any attempted assignment or
transfer of this Note shall be null and void, provided that, upon the
-------- ----
dissolution of Obligee, this Note shall be transferable to the stockholders of
Obligee as of the date hereof.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED ("THE SECURITIES ACT") OR ANY STATE SECURITIES LAW. THIS
SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
HYPOTHECATED, SOLD OR TRANSFERRED, NOR WILL ANY ASSIGNEE OR TRANSFEREE THEREOF
BE RECOGNIZED BY THE COMPANY AS HAVING ANY INTEREST IN SUCH SECURITY, IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SECURITY
UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
This Note shall be governed by, and construed and interpreted
in accordance with, the law of the State of Delaware.
2
MILWAUKEE LAND COMPANY
By: /s/ Xxxxx Xxxxxxxx
---------------------
Name: Xxxxx Xxxxxxxx
Title: President and Chief
Executive Officer
3
