EXHIBIT 10.57.5
TERM NOTE
$800,000 August 14, 2000
FOR VALUE RECEIVED, the undersigned IPAC Precision Machining, Inc., a
California corporation, and each other signer of this Note (the undersigned and
each such other signer collectively called "Borrower"), jointly and severally
promise to pay to the order of CELTIC CAPITAL CORPORATION ("Lender"), at its
office at 2951 28th Street, Suite 2030, Santa Monica, California 90405 or at
such other place as Lender may designate in writing, in lawful money of the
United States of America and in immediately available funds, the principal
amount of eight hundred thousand dollars ($800,000.00) (the "Term Loan"), with
interest thereon from the date on which the Term Loan is disbursed until
maturity, at a fluctuating rate per annum equal at all times to the sum of the
Prime Rate (as defined in the Loan Agreement referred to below) plus four
percent (4%) per annum. Terms defined in the Loan Agreement and not otherwise
defined herein have the same respective meanings when used herein.
Interest on the Term Loan shall be payable in arrears on the first day
of each calendar month, commencing on September 1, 2000, and on the date on
which the Term Loan is paid in full. Principal of the Term Loan shall be
payable in 22 consecutive installments as follows: (1) 21 installments of
$16,600.00 each, payable on the 15th day of each calendar month, commencing on
September 15, 2000 and ending on May 15, 2002; and (2) a final installment equal
to the entire unpaid principal balance of the Term Loan, payable on June 15,
2002; provided, however, that the entire unpaid principal amount of the Term
Loan shall in any event be due and payable on the Termination Date, together
with all accrued and unpaid interest thereon.
Any unpaid payments of principal or interest on this Note shall bear
additional charges as set forth in the Loan Agreement.
This Note is the "Term Note" referred to in the Loan and Security
Agreement dated as of June 18, 1999 (as amended from time to time, the "Loan
Agreement") between Borrower and Lender and is governed by the terms thereof.
The Loan Agreement, among other things, (1) provides for the making of the Term
Loan by Lender to Borrower in an aggregate amount not to exceed the dollar
amount first set forth above, the indebtedness of the Borrower resulting from
the Term Loan being evidenced by this Note, and (2) contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events
and also for prepayments on account of principal hereof before the maturity
hereof upon the terms and conditions specified therein. The obligations of the
Borrower under this Note, and the other obligations of the Borrower under the
Documents, are secured by the Collateral as provided in the Documents.
Borrower hereby waives presentment, demand, protest and notice of any
kind. No failure to exercise, or delay in exercising, any rights hereunder on
the part of the holder hereof shall operate as a waiver of any such rights.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF CALIFORNIA.
IPAC PRECISION MACHINING, INC.
By: /s/ Patrick W. Moore
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Name: Patrick W. Moore
Title: CEO
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