EXHIBIT 10.39
BUSINESS PURPOSE PROMISSORY NOTE
(periodic LIBOR//principal plus interest)
Loan Number: 1000111301
Principal Amount $1,958,086.11 Date: March 12, 2002
THIS NOTE IS EXECUTED TOGETHER WITH THE LOAN AND SECURITY AGREEMENT REFERENCING
THE LOAN NUMBER REFERRED TO ABOVE AND IS EXECUTED AT PORTLAND, OR.
(City) (State)
For value received, receipt of which is hereby acknowledged, the
undersigned ("Borrower") promises to pay to the order of BANC ONE LEASING
CORPORATION ("Lender") in lawful money of the United States of America at
Lender's principal office or at such other place as Lender may designate from
time to time, the principal amount set forth above, together with interest
thereon at a rate per annum equal to the Periodic Interest Rate (hereinafter
defined) from the Acceptance Date until this Note is paid in full. Principal
sums disbursed and repaid will not be available for redisbursement. Interest
shall be calculated on a 360 day year basis with each month consisting of 30
days.
1. If the Acceptance Date is before the Commencement Date, then on the
Commencement Date of the Base Term, Borrower shall pay one installment of
interest only based upon the number of days in the Interim Term.
2. On the dates stated below during the Base Term, Borrower shall pay
(i) installments of principal in the amounts stated below, plus (ii) interest
due to the date of each such principal installment.
(a) Base Term: 72 MONTHS
(b) Amount of each installment payment due during the Base
Term (includes principal only):
71 Monthly Payments of $ 20,396.70
1 Final Payment of $509,920.41
(c) The first installment payment during the Base Term shall
be paid ONE MONTH after the Commencement Date and all
subsequent installment payments shall be paid on the same day
of EACH MONTH thereafter until paid in full.
3. Borrower shall finance a set-up/filing fee in the amount of $375.00.
4. Certain terms used in this Note are defined as follows.
(a) "Periodic Interest Rate" means 3.75% in excess of LIBOR.
(b) "Acceptance Date" means the date that Lender accepts this
Note by initially disbursing principal hereunder.
(c) "Adjustment Date" means (i) the Initial Adjustment Date;
(ii) the Commencement Date; and (iii) the same day of each
month following the Commencement Date.
(d) "Commencement Date" means (i) the same day as the
Acceptance Date if the Acceptance Date is the first day of the
month or if the Acceptance Date is the 15th day of the month,
(ii) the 15th day of the same month as the Acceptance Date if
the Acceptance Date is on or after the second day of the month
and up to and including the 14th day of the month, or (iii)
the first day of the month following the Acceptance Date if
the Acceptance Date is on or after the 16th day of the month
and up to and including the last day of the month.
(e) "Initial Adjustment Date" means (i) the same day as the
Acceptance Date if the Acceptance Date is the first day of the
month or if the Acceptance Date is the 15th day of the month,
(ii) the 15th day of the
previous month if the Acceptance Date is on or after the
second day of the month up to and including the 14th day of
the month, or (iii) the first day of the month if the
Acceptance Date is on or after the 16th day of the month up to
and including the last day of the month.
(f) "LIBOR" means the London Interbank Offered Rate for 30 day
loans as published in the Wall Street Journal on each
Adjustment Date during the term hereof; provided that if the
Wall Street Journal is not published on a particular day, the
rate shall be as published in the most recently preceding
published Wall Street Journal or, if the Wall Street Journal
has stopped publishing 30-day LIBOR or if the Wall Street
Journal has stopped publishing 30-day LIBOR on at least a
monthly basis, in a comparable publication as reasonably
determined by Lender.
5. Payments shall be allocated between principal, interest and fees, if
any, in the discretion of Lender. Borrower may not prepay this Note in whole or
in part. Borrower's obligation to pay all installment payments and all other
amounts payable under this Note is absolute and unconditional under any and all
circumstances and shall not be affected by any circumstances of any character
including, without limitation, (a) any setoff, claim, counterclaim, defense or
reduction which Borrower may have at any time against Lender or any other party
for any reason, or (b) any defect in the condition, design or operation of, any
lack of fitness for use of, any damage to or loss of, or any lack of maintenance
or service for any of the Equipment (as defined in the Loan Agreement).
6. This Note is entitled to the benefits, and is subject to the terms
and requirements of, the Loan Agreement executed by Borrower and Lender, which
Loan Agreement, among other things, (a) provides for the making of the loan
evidenced hereby, and (b) provides for events of default, acceleration and other
remedies. Borrower waives presentment, demand, protest or notice of any kind in
connection with this Note.
7. THE INTERPRETATION, CONSTRUCTION AND VALIDITY OF THIS NOTE SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF OHIO. LENDER AND BORROWER IRREVOCABLY
CONSENT TO THE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT IN OHIO, AND
WAIVE ALL RIGHTS TO TRIAL BY JURY, IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ON ANY MATTER WHATSOEVER ARISING
OUT OF, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS INSTRUMENT.
PANELVIEW, INCORPORATED
("Borrower")
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Witness as to Borrower's signature
By:
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Title:
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