EXHIBIT 4.16.1
EXHIBIT A
NEITHER THIS NOTE, NOR THE SECURITIES BY WHICH THIS NOTE HAS BEEN
SECURED, HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT OF 1933 OR WITH ANY STATE SECURITIES
COMMISSIONER OR AUTHORITY. NEITHER THIS NOTE NOR SUCH SECURITIES MAY BE
SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES
LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATIONS REQUIREMENTS OF
SUCH ACT OR SUCH LAWS.
SECURED, FULL RECOURSE,
NON-NEGOTIABLE
PROMISSORY NOTE
Los Angeles, California
June 30, 1997 $2,000,000.00
FOR VALUE RECEIVED, DDL ELECTRONICS, INC., a Delaware Corporation
("Maker" or "DDL") hereby promises to pay to THOMAS M. WHEELER
("Holder") the principal sum of Two Million and No/100 Dollars
($2,000,000.00), together with simple interest on the principal amount
outstanding from the date of this Note, until paid, at the rate of eight
percent (8%) per annum. Principal and interest shall be payable in
lawful money of the United States at Los Angeles, California, or such
other place as the Holder hereof may designate in writing to Maker.
All interest will be calculated on the basis of a year of three
hundred and sixty five days. The principal amount of this Note and all
accrued interest shall be due and payable in full on February 1, 1999,
except that such principal and interest shall instead be payable in full
on October 31, 1999 (rather than February 1, 1999) if but only if prior
to February 1, 1999: (1) the Maker acquires all of the issued and
outstanding shares of Jolt Technology, Inc. in exchange for shares of
DDL common stock and such common stock has been registered with the
Securities and Exchange Commission; and (2) Thomas M. Wheeler is not
prevented by agreement with the Maker from transferring to a charitable
foundation selected by him the DDL common stock received by him in the
transaction contemplated by clause (1). The satisfaction of the
conditions articulated in clauses (1) and (2) of the immediately
preceding sentence shall be determined by the Maker in its sole
discretion.
Any and all payments shall be applied first to accrued interest and
second to reduction of principal. If any installment of principal or
interest is not paid within fifteen (l5) days after the mailing of
written notice to the Maker to the effect that the installment is due
and has not been paid or that the Maker is in default in the performance
of any of its other covenants or agreements in this Note, in the Stock
Pledge Agreement of even date herewith or in any instrument now or
hereafter evidencing or securing this Note or the obligation represented
hereby, then the entire indebtedness evidenced hereby (principal and
interest) remaining unpaid shall, at the option of the Holder, become
immediately due, payable and collectable. Overdue principal and interest
shall bear interest at the maximum rate permitted by law from maturity
until paid, accruing at such rate even after entry of final judgment for
payment of same.
The Maker waives notice of dishonor, protest, and notice of protest
of this Note. The Maker further agrees to pay all costs of collection,
including reasonable attorneys' fees and disbursements of the Holder
(including fees on appeal), in case the principal of or any interest on
this Note is not paid when due, or in case it becomes necessary to
protect the security hereof, whether suit be brought or not.
This Note is issued pursuant to and secured by a Stock Pledge
Agreement of even date herewith, and all of the terms and conditions set
forth in such Stock Pledge Agreement are hereby made a part of this
Note. A breach of any obligation created by such Stock Pledge Agreement
shall constitute a breach of DDL's obligations under this Note and shall
result in the acceleration of any amounts due hereunder as and to the
extent specified above.
This Note may be prepaid by DDL in whole or in part at any time and
from time to time after August 29, 1997, provided that DDL shall have
given Holder at least thirty (30) days' advance written notice in each
instance of its intention to prepay.
In addition to the acceleration rights set forth hereinabove, the
Holder hereof shall be entitled to accelerate the entire unpaid
principal amount hereof and any accrued interest thereon forthwith
against the Maker hereof upon the occurrence of any of the following
events: (a) the Maker shall make a general assignment for the benefit of
creditors or if any bankruptcy, insolvency or reorganization proceeding
of any nature under federal or state statutes shall be commenced by or
against the Maker, or a receiver shall be appointed, or a writ or order
of attachment or garnishment shall be issued or made against any of the
property, assets or income of the Maker; or (b) the failure of the Maker
to do all things necessary to preserve and maintain the collectability
of any collateral now or hereafter securing the obligations created
hereunder.
This Note shall be governed and construed in all respects in
accordance with the internal laws of the State of California, exclusive
of its choice of laws principles, and the Maker hereby submits and
consents to the personal jurisdiction of any court of competent subject
matter jurisdiction therein for the sole and limited purpose of
enforcing this Note.
The total charges for interest and in the nature of interest under
this Note shall not exceed the maximum amount allowed by law. Should
any interest paid by Maker result in the computation or earning of
interest in excess of the maximum lawful rate, any excess portion of
such charges shall be credited against and in reduction of the principal
balance, or any portion of the excess that exceeds the principal balance
shall be refunded to the Maker, as elected by the Maker. No delay by
the Holder in enforcing any covenant or right hereunder shall be deemed
a waiver of such covenant or right, and no waiver by the Holder of any
particular provision hereof shall be deemed a waiver of any other
provisions or a continuing waiver of such particular provision and,
except as so expressly waived, all provisions hereof shall continue in
full force and effect.
[SEAL] "Maker"
DDL ELECTRONICS, INC.
/s/ Gregory L. Horton
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By: GREGORY L. HORTON
President
ATTEST:
/s/ Richard K. Vitelle
--------------------------
By: RICHARD K. VITELLE
Secretary