THIS PROMISSORY NOTE IS SUBJECT TO CERTAIN RESTRICTIONS ON ITS TRANSFERABILITY
AS SET FORTH IN PARAGRAPH 7 OF A LOAN AGREEMENT EXECUTED BY MAKER AND HOLDER AS
OF THE DATE HEREOF.
PROMISSORY NOTE
$300,000.00 Hartford, Connecticut
August 2, 1990
FOR VALUE RECEIVED, AUTOMATED LIGHT TECHNOLOGIES, INC., a Delaware
corporation having a principal office and place of business located at 176
Bolton Road in the Town of Vernon, County of Tolland and State of Connecticut,
(the "Maker"), promises to pay to the order of CONNECTICUT INNOVATIONS
INCORPORATED, a corporation constituted a quasi-public instrumentality of the
State of Connecticut ("Holder"), at 845 Brook Street in the Town of Rocky Hill,
County of Hartford and State of Connecticut or at such other place as Holder
hereof may designate in writing, the principal sum of THREE HUNDRED THOUSAND AND
NO/100 DOLLARS ($300,000.00), together with interest thereon in arrears from the
date hereof at the rate of eight and one-half per centum (8.5%) per annum. Said
principal and interest shall be due and payable as follows, viz:
Upon the execution of this Note, interest from the 2nd day of August,
1990 to and including August 31 ,1990 shall be due and payable; thereafter Maker
shall make payments to interest in the amount of TWO THOUSAND ONE HUNDRED
TWENTY-FIVE AND NO/100 DOLLARS ($2,125.00) on the first day of October, 1990 and
a like sum on the first day of each month thereafter to and including March 1,
1991; thereafter Maker shall make payments to principal and interest in the
amount of FIVE THOUSAND SEVEN HUNDRED SIX AND 23/100 DOLLARS ($5,702.23) on the
first day of April, 1991, and a like sum on the first day of each and every
month thereafter until the entire said principal sum, with interest, has been
fully paid, except that if not sooner paid, the final payment of principal and
interest in the amount of FIVE THOUSAND SEVEN HUNDRED SIX AND 41/100 DOLLARS
($5,706.41) shall be due and payable on September 1, 1996. Each installment
shall be applied first to the payment of interest on the unpaid principal of
this Note and the balance on the account of the principal of this Note.
Maker agrees to pay all taxes, other than income taxes, or duties
levied or assessed upon said sum against Holder or other owner of this Note, the
debt evidenced hereby or the collateral securing the same (the "Collateral") and
to pay all costs, expenses, and attorneys' reasonable fees incurred by Holder in
any proceeding for the collection of the debt evidenced hereby or in any action
to enforce its rights in premises granted under a
Security Agreement and Collateral Assignment and Security Agreement (the
"Security Agreements") upon the happening of a default as provided for in the
Security Agreements or in protecting or sustaining the lien of the Security
Agreements or in any litigation or controversy arising from or connected with
this Note or the Security Agreements.
There shall be an event of default: (i) if the Maker defaults in making
any payment of principal or interest on this Note for fifteen (15) days or in
making any payment of taxes or any municipal assessment, any insurance premiums
or any lien or charge upon any property by which this Note is secured as the
same become due, or (ii) if Maker fails to perform any covenant contained in the
Loan Agreement or the Security Agreements or if the Maker defaults under this
Note, the Loan Agreement or the Security Agreements or any other document signed
by Maker in connection therewith and the same is not cured within fifteen (15)
days of its occurrence, or (iii) if an order for relief is sought by or against
Maker under the Federal Bankruptcy Code or acts amendatory thereof or
supplemental thereto or under any other statute either of the United States or
any state in connection with insolvency or reorganization or upon the
appointment of a receiver or trustee of all or a portion of Maker's property and
any such order for relief, receiver or trustee is not withdrawn, dismissed,
discharged, or removed within sixty (60) days, or (iv) if an assignment of
Maker's property is made for the benefit of creditors, or (v) if Maker abandons
any Collateral securing this Note not otherwise permitted in the Security
Agreements, or (vi) if Maker declares in writing its inability to pay debts as
they come due, or (vii) if Maker liquidates or dissolves or is liquidated or
dissolved, or (viii) if the Collateral securing this Note is damaged in any
manner and is not covered by insurance as required by the Security Agreements,
or (ix) it the United States of America, the State of Connecticut or any agency
or subdivision thereof imposes a tax, levy, or assessment on or concerning this
Note, which Maker is obligated to pay and cannot lawfully or does not pay when
due, or (x) if title to any position or all of the Collateral securing this Note
becomes vested in a party other than Maker hereof or is encumbered by financing
without Holder's prior written consent not otherwise permitted in the Security
Agreements or (xi) if Maker relocates its principal place of business outside of
the State of Connecticut, or (xii) if Maker relocates its principal place of
business within the State of Connecticut without first obtaining the written
consent of Holder.
Upon the occurrence of an event of default, the entire principal sum
with accrued interest thereon due under this Note shall at the option of Holder
become due and payable. No failure to exercise such option shall be deemed a
waiver on the part of Holder of any right accruing thereafter. In addition, in
the event Hiker becomes a wholly owned subsidiary of another entity or all or
substantially all of its assets are purchased by
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another entity or Maker relocates its principal place of business outside of the
State of Connecticut, then the entire principal sum with accrued interest
thereon due-under this Note shall at the option of Holder become due and
payable.
Holder may collect a "late charge" not to exceed an amount equal to
five percent (5%) of any installment of interest or principal or both which is
not paid within ten (10) days of the date on which said payment i8 due. Late
charges shall be separately charged to and collected from Maker and shall be due
upon demand by Holder.
Maker shall have the right to prepay this Note in whole or in part
without premium or penalty upon any scheduled payment date.
Maker of this Note and all others whom may become liable for all or any
part of this obligation do hereby waive demand, presentment for payment,
protest, notice of protest and notice of non-payment of this Note and do hereby
consent to any number of renewals or extensions of the time of payment hereof
and agree that any such renewals or extensions may be made without notice to any
of said parties and without affecting their liability herein and further consent
to the release of any part or parts or all of the security for the payment
hereof and to the release of any party or parties liable hereon, all without
affecting the liability of the other persons, firms or corporations liable for
the payment of this Note.
Upon the occurrence of an event of a default, at the option of the
Holder, the Holder may pay insurance premiums, taxes and assessments and any and
all other expenses which may be reasonable or necessary to protect the
Collateral securing this Note or to protect or sustain the lien of the Security
Agreements. Any such payment made by the Holder hereof pursuant to said option
shall be added to the principal balance due hereunder and shall bear interest
from the date of payment by Holder or shall be payable on demand with interest
from the date of payment by Holder.
Maker agrees that al 1 expenditures incurred by Holder under this Note
or the Security Agreements other than principal, and the principal of this Note
after maturity or acceleration or upon an event of default or after a judgment
hereon, shall bear interest at the rate of twelve percent (12%) per annum from
the date of demand, acceleration, default or judgment as applicable.
TO INDUCE HOLDER TO ENTER INTO THE COMMERCIAL LOAN TRANSACTION
EVIDENCED BY THIS NOTE, THE LOAN AGREEMENT AND THE SECURITY AGREEMENTS, THE
MAKER HEREOF AGREES THAT THE SAID TRANSACTION IS A COMMERCIAL AND NOT A CONSUMER
TRANSACTION AND WAIVES THE RIGHT TO NOTICE OF AND A HEARING ON THE RIGHT OF
HOLDER UNDER CHAPTER 903a OF THE CONNECTICUT GENERAL STATUTES OR OTHER STATUTE
OR STATUTES AFFECTING PREJUDGMENT REMEDIES AND
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AUTHORIZES HOLDER'S ATTORNEY TO ISSUE A WRIT FOR PREJUDGMENT REMEDY WITHOUT
COURT ORDER, PROVIDED THE COMPLAINT SHALL SET FORTH A COPY OF THE WAIVER.
"Holder", as used herein, Shall include any holder or
holders hereof.
This Note shall be governed by and construed in accordance with the
laws of the State of Connecticut.
AUTOMATED LIGHT TECHNOLOGIES, INC.
By /s/ MOHD A. ASLAMI
-----------------------
MOHD A. ASLAMI
Its President
Duly Authorized
This Note is secured by a Security Agreement and a Collateral Assignment and
Security Agreement, each of even date herewith.
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