Thomxx X. XXXXXX ------------------------------------------ Notary Public
Thomxx X. Xxxxxx xxx guaranteed the obligations of Tathxx Xxxthers under the Standby Agreement and is obligated pursuant to such guarantee to perform prior to the Final Expiration Date the obligations of Tathxx Xxxthers described in clause
Thomxx X. XXXXXX /s/ ---------------------------------- ------------------------------------ JAMEX X. XXXXXX /s/ ---------------------------------- ------------------------------------ THE THOMXX X. XXXXXX XXXOCABLE TRUST OF 1998 By: /s/ ---------------------------------- ------------------------------------ Thomxx X. Xxxxxx, Xxustee JAMEX X. XXXXXX XXXST - 1995 By: /s/ ---------------------------------- ------------------------------------ Jamex X. Xxxxxx, Xxustee BUYER: FINANCIAL PERFORMANCE CORPORATION By: /s/ ---------------------------------- ------------------------------------ Name: Title: -35- 36 SUBORDINATED CONVERTIBLE TERM PROMISSORY NOTE $3,750,000 U.S. January 11, 2001 New York, New York FOR VALUE RECEIVED, the undersigned, FINANCIAL PERFORMANCE CORPORATION, a New York corporation with a principal place of business located in New York, New York ("FPC"), hereby promises to pay to the order of The Thomxx X. Xxxxxx Xxxocable Trust of 1998 (the "Creditor"), at such address, or such other place or places as the holder hereof may designate in writing from time to time hereafter, the principal sum of THREE MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($3,750,000), together with interest as hereinafter provided, in lawful money of the United States of America. Interest on the outstanding principal balance of this Note shall accrue at the rate equal to the 90-day LIBOR rate as defined herein plus 150 basis points, per annum beginning on the date hereof. The interest rate shall be adjusted on and as of April 11, 2001, and quarterly thereafter, on and as of the 11th day of April, July, October and January of each year, to reflect any change in the 90-day LIBOR rate, as reported in The Wall Street Journal, plus 150 basis points. The initial interest rate shall be 6.92%, per annum. Interest shall be calculated and shall accrue daily on the basis of actual days elapsed over a three hundred sixty (360) day banking year. FPC shall pay to the holder of this Note accrued interest, in cash, in arrears, beginning on April 11, 2001, and quarterly thereafter, on and as of the 11th day of April, July, October and January of each year, until the obligations under this Note are paid in full. A single payment of the total outstanding principal balance plus all accrued and unpaid interest and other charges hereunder shall be due and payable on January 11, 2007 (the "Maturity Date"). FPC's obligations pursuant to this Note are and shall be subordinate to present and future indebte...
Thomxx X. Xxxxxxxxxxxx, xxunsel to the Company and the Guarantor, shall have furnished to the Representatives such counsel's written opinion, dated the Time of 15 Delivery for such Designated Securities, in form and substance satisfactory to the Representatives, to the effect that:
Thomxx X. XXXXXX ---------------------------------- Thomxx X. Xxxxxx /s/ HARVXX X. XXXXXXXX ---------------------------------- Harvxx X. Xxxxxxxx
Thomxx X. XxXxxxxxx, xx attorney-in-fact for the Selling Stockholders BE AEROSPACE, INC.
Thomxx X. Xxxx Thomxx X. Xxxx, ----------------------------------- Sole officer, AMTech
Thomxx X. Xxxxxx 2. Willxxx X. Xxxxxxx 5. Gregxxx Xxxxxx 3. Paul X. Xxxxxx 6. Alfrxx Xxxxxxx 7.
Thomxx X. Xxxxxx xxxll have executed an employment agreement with the Company in a form substantially similar to attached Exhibit 10.4.2.
Thomxx X. Xxxxxxxxxx xxx Harrxxx X. Xxxxxxxxxx xx. Recor, Inc., Secure Corrections, Inc., et al., Case No. 94-07157; 250th Judicial District Court of Travxx Xxxnty, State of Texas; and
