EXHIBIT 99.3
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD OR TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH NOTE UNDER SUCH ACT OR SUCH
LAWS, OR UNLESS PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH ACT OR SUCH LAWS.
PROMISSORY NOTE
(this "Note")
U.S. $175,000.00 APRIL 10, 1998
FOR VALUE RECEIVED, SOLDER STATION-ONE, INC., a California corporation
(the "Company") and SS ACQUISITION CORPORATION, a California corporation
(collectively and each jointly and severally "Borrower"), hereby promises to pay
to the order of CORPORATE FINANCE ASSOCIATES ("Holder"), the principal amount of
U.S. One Hundred Seventy-Five Thousand Dollars (U.S. $175,000.00) (the
"Principal"), pursuant to the terms and conditions hereof.
1. Payment of Principal. The Principal shall be due and payable after the date
hereof solely if, when and to the extent the Company is able to collect the
accounts receivables listed in Schedule 1 attached hereto, less deductions for
collection costs, other than collection in the ordinary course of business. The
Borrow shall not be limited only to making collection efforts in the ordinary
course of business. For the first sixty (60) days after the date hereof,
payments due, if any, shall be made by Borrower on a weekly basis, and shall be
made thereafter on a bi-weekly basis.
2. Payment Methods. All payments of the Principal and interest hereunder shall
be payable in lawful money of the United States of America to Holder at the
location designated from time to time by Holder pursuant to Section 11 hereof in
immediately available funds by wire transfer to a bank account designated in
writing by Holder to Borrower on or within ten (10) days prior to the due date.
If any payment of Principal or interest on this Note shall become due on a
Saturday, Sunday or a bank or legal holiday, such payment shall be made on the
next succeeding business day.
3. Event of Defaults. An "Event of Default" under this Note shall occur upon
Borrower's default in payment of any Principal, when due and payable pursuant to
the terms hereof and such defaults continue for a period thirty (30) days
thereafter without cure.
4. Consequences of Default. Upon the occurrence of an Event of Default and such
Event of Default continues for thirty (30) days after Borrower's receipt of
written notice without cure, the entire amount then owing on this Note shall, at
the option of, and upon written notice from, Holder and, if not already due and
payable, become immediately due and payable.
5. Nature of Note. This Note is made in connection with the Agreement and Plan
of Reorganization (the "Purchase Agreement") by and between Borrower, Holder,
Solder Station-One, Inc. and Heartland Technology, Inc. This Note is an
unsecured promissory note to be issued in favor of Holder by Borrower as
referred to in the Purchase Agreement. Other than the condition in Section 1,
this Note is an unconditional obligation of Borrower and is not subject to
setoff or counterclaim.
6. Subordination. Holder acknowledges that this Note is subordinated to the Loan
and Security Agreement dated April 10, 1998 among LaSalle National Bank and
Borrower pursuant to the Subordination Agreement dated April 10, 1998 among
LaSalle National Bank and Holder.
7. Waiver. To the extent permitted by law, Borrower hereby waives demand,
presentment, protest and notice of non-payment is hereby waived by Borrower. No
waiver of any right or remedy shall be effective unless made in writing and
signed by the waiving party, nor shall a waiver on one or more occasions be
construed as a waiver of any such right or remedy or any other right or remedy
on any future occasion.
8. Governing Law. This Note shall be governed by and construed in accordance
with the laws of the State of California, without giving effect to provisions
thereof regarding conflict of laws. Each party hereby consents and submits to
the personal jurisdiction of the United States and state courts of the State of
California, and expressly agrees that the venue for any action arising under
this Note shall be the appropriate United States federal court sitting within
the Central District of California and the state court sitting in Orange County.
Each party hereby irrevocably waives any objection which such party now or
hereafter may have to the laying of venue for any action or proceeding arising
out of or relating to this Note brought in the United States District Court for
the Central District sitting in Orange County or a state court of the State of
California sitting in Orange County and any objection on the grounds that any
such action or proceeding in either of such courts has been brought in an
inconvenient forum. Borrower agrees that this Note is made, delivered and to be
performed in Orange County, California.
9. Assignment. Holder may not assign any of its rights hereunder without the
prior written consent of the Borrower. This Note shall be binding and inure to
the benefit of the Borrower, the Holder and their respective successors and
assigns.
10. Amendment and Modification. This Note shall not be amended or modified
without the prior written approval of the parties hereto.
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11. Severability. Whenever possible, each provision of this Note shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Note shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Note.
12. Notice. Any notice or other communication (including payment) required or
permitted hereunder shall be in writing and shall be deemed to have been given
upon delivery if personally delivered or upon receipt if deposited in the United
States mail for mailing by registered, certified or express mail with return
receipt requested, postage prepaid, or by an internationally recognized
overnight courier, or by facsimile with confirmation by one of the foregoing
methods to the addresses as follows:
Borrower: Solder Station-One, Inc.
0000 X. Xxxx Xxx Xxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Attn: Chief Executive Officer
with a copy to: Heartland Technology, Inc.
000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxxx Xxxxxxx,
Vice President & General Counsel
Holder: Corporate Finance Associates
00000-X Xxxxxxx Xxxxxx - Xxxxx 000
Xxxx Xxxxxx, XX 00000
Attn: Xxxxx Xxxxxxxxxx
Each of the above addressees may change its address for purposes of this Section
by giving the other addressee notice in conformity with this paragraph of such
new address.
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Dated as of the date first written above.
SOLDER STATION-ONE, INC.,
a California corporation
By: /s/ Xxxxxx Xxxxxxxx
Its: President
By:
Its:
SS ACQUISITION CORPORATION
By: /s/ Xxxxxxxx Xxxxxxx
Its: Vice President
By: /s/ Xxxx Xxxxxxxxxx
Its: Vice President
ACCEPTED:
CORPORATE FINANCE ASSOCIATES
By: /s/ Xxxxx Xxxxxxxxxx
Its:
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