PROMISSORY NOTE TO: LOAN AND SECURITY AGREEMENT NO. 7622 (THE "AGREEMENT")
U.S. $ 2,500,000.00 SOUTH NORWALK,
CONNECTICUT
DATED: MARCH 31, 1999
FOR VALUE RECEIVED, CHANCELLOR CORPORATION, a Massachusetts corporation (the
"Borrower"), hereby promises to pay to the order of PHOENIXCOR, INC. or its
successors or assigns (the "Payee") at its offices located at 00 Xxxxx Xxxxxx,
Xxxxx Xxxxxxx, Xxxxxxxxxxx 00000, or at such other place as the Payee or any
holder hereof may from time to time designate, the principal amount of TWO
MILLION FIVE HUNDRED THOUSAND U.S. DOLLARS ($2,500,000.00), with interest (based
on a year of 360 days and 30 day months) on the principal amount hereof
remaining from time to time unpaid, such principal and interest to be paid in
consecutive monthly installments until fully paid, in the manner and at a rate
of interest per annum as determined and provided in the Agreement. Anything in
this Note to the contrary notwithstanding, in the event that any payment of
interest hereunder shall exceed the legal limit, such amount in excess of such
limit shall be deemed a payment of principal hereunder.
This Note evidences a loan by the Payee to the undersigned pursuant to the
Agreement indicated above between the undersigned and the Payee as from time to
time may be amended, restated, replaced, supplemented, substituted for or
renewed, and the holder of this Note is entitled to the benefits thereof,
including without limitation, the security interest in the Equipment and the
Leases granted therein. Each term defined in the Agreement and not otherwise
defined herein shall have the same definition when used herein.
The principal hereof and accrued interest hereon shall become forthwith due and
payable as provided in the Agreement. Payments hereunder not made when due shall
accrue late charges as provided in the Agreement. This Note may not be prepaid
in whole or in part except as otherwise specifically provided in the Agreement.
The Borrower hereby waives diligence, demand, presentment, protest and notice of
any kind, and assents to extensions of the time of payment, release, surrender
or substitution of security, or forbearance or other indulgence, without notice.
No act or omission of the Payee, including without limitation any failure to
exercise any right, remedy or recourse, shall be deemed to be a waiver or
release of such right, remedy or recourse. Any waiver or release may be
effected only by a written document executed by Payee and then only to the
extent specified therein. The undersigned hereby promises to pay all Attorneys
Fees and Expenses that may be incurred in connection with the enforcement and/or
collection of this Note.
The undersigned authorizes the Payee to insert above as the date of the Note,
the date on which Payee disburses funds pursuant to the Agreement.
This Note is freely assignable by the Payee, in whole or in part, and from time
to time. All of the terms and provisions of this Note inure to and are binding
upon the heirs, executors, administrators, successors, representatives,
receivers, trustees and assigns of the parties. None of the rights or
obligations of the Borrower hereunder may be assigned or otherwise transferred
without the prior written consent of the Payee.
THIS NOTE AND THE LEGAL RELATIONS OF THE PARTIES HERETO SHALL IN ALL RESPECTS BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CONNECTICUT, WITHOUT REGARD TO PRINCIPLES REGARDING THE CHOICE OF LAW. BORROWER
HEREBY CONSENTS AND SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF
THE STATE OF CONNECTICUT AND THE FEDERAL DISTRICT COURT FOR THE DISTRICT OF
CONNECTICUT FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT
OF ITS OBLIGATIONS HEREUNDER, AND EXPRESSLY WAIVES ANY OBJECTIONS THAT IT MAY
HAVE TO THE VENUE OF SUCH COURTS. BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHT TO
TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS NOTE. Any action
by Borrower against Payee for any cause of action under this Note shall be
brought within one year after any such cause of action first arises. If
requested by Payee, Borrower agrees that prior to the commencement of any
litigation regarding the terms and conditions of this Note, the parties hereto
shall subject themselves to non-binding mediation with a qualified mediator
mutually satisfactory to both parties.
IN WITNESS WHEREOF, the Borrower by its duly authorized officer has
executed and delivered this Note as of the date first above written.
CHANCELLOR CORPORATION
By:_____________
Name:______________________________
Title:________________________________
