|
PROMISSORY NOTE
March 30, 2007
(Date)
FOR
VALUE RECEIVED,
Point.360 ,
a corporation located at the address stated below (
"Maker" )
promises, jointly and severally if more than one, to pay to the
order of
General Electric Capital Corporation or
any subsequent holder hereof (each, a
"Payee" )
at its office located at
2400 E. Katella Avenue, Suite 800, Anaheim, CA
92806 or
at such other place as Payee may designate as follows:
(a)
the principal sum of
Two Million Five Hundred Thousand and 00/100
Dollars (
$2,500,000.00 ),
and
(b)
interest on the unpaid principal balance from the date hereof
through and including the dates of payment, at a fixed, simple
interest rate of Eight and 35/100 percent (8.35%) per annum
(the
"Contract Rate" )
in Forty-Five (45) consecutive monthly installments of principal
and interest as follows:
|
Periodic
Installment
|
|
Amount
|
|
| |
|
|
|
| 1 - 44 |
|
$ |
64,898.15 |
|
(each,
a
"Periodic Installment" )
and a final installment which shall be in the amount of the total
outstanding and unpaid principal, accrued interest and any and all
amounts due hereunder and under the other Debt Documents (as
defined below). The first Periodic Installment shall be due and
payable on
May 1, 2007 and
the following Periodic Installments and the final installment shall
be due and payable on the same day of each succeeding period (each,
a
"Payment Date" ).
All payments shall be applied:
first ,
to interest due and unpaid hereunder and under the other Debt
Documents;
second ,
to all other amounts due and unpaid hereunder and under the other
Debt Documents, and then to principal due hereunder and under the
other Debt Documents. The acceptance by Payee of any payment which
is less than payment in full of all amounts due and owing at such
time shall not constitute a waiver of Payee's right to receive
payment in full at such time or at any prior or subsequent time.
Interest shall be calculated on the basis of a 365-day year (or a
366-day leap year, as applicable) and will be charged at the
Contract Rate for each calendar day on which any principal is
outstanding. The payment of any Periodic Installment after its due
date shall result in a corresponding decrease in the portion of the
Periodic Installment credited to the remaining unpaid principal
balance. The payment of any Periodic Installment prior to its due
date shall result in a corresponding increase in the portion of the
Periodic Installment credited to the remaining unpaid principal
balance.
All
amounts due hereunder and under the other Debt Documents are
payable in the lawful currency of the United States of
America. Maker hereby expressly authorizes Payee to insert the
date value is actually given in the blank space on the face
hereof and on all related documents pertaining
hereto.
This
Note may be secured by a security agreement, chattel mortgage,
pledge agreement or like instrument (each of which is
hereinafter called a
"Security Agreement" ,
and collectively with any other document or agreement related
thereto or to this Note, the
"Debt Documents" ).
Time
is of the essence hereof. If Payee does not receive from Maker
payment in full of any Periodic Installment or any other sum
due under this Note or any other Debt Document is not received
within ten (10) days after its due date, Maker agrees to pay a
late fee equal to five percent (5%) on such late Periodic
Installment or other sum, but not exceeding any lawful
maximum. Such late fee will be immediately due and payable,
and is in addition to any other costs, fees and expenses that
Maker may owe as a result of such late payment. Additionally,
if (i) Maker fails to make payment of any amount due hereunder
within ten (10) days after the same becomes due and payable;
or (ii) Maker is in default under, or fails to perform under
any term or condition contained in any Debt Document, then the
entire principal sum remaining unpaid, together with all
accrued interest thereon and any other sum payable under this
Note or any other Debt Document, at the election of Payee,
shall immediately become due and payable, with interest
thereon at the lesser of eighteen percent (18%) per annum or
the highest rate not prohibited by applicable law from the
date of such accelerated maturity until paid (both before and
after any judgment). The application of such 18% interest rate
shall not be interpreted or deemed to extend any cure period
set forth in this Note or any other Debt Document, cure any
default or otherwise limit Payee's right or remedies hereunder
or under any Debt Document.
Maker
may prepay in full, but not in part, all outstanding amounts
hereunder before they are due on any scheduled Payment Date
upon at least thirty (30) days' prior written notice to Payee.
Payee is authorized and entitled to apply any amounts paid by
Maker as a prepayment of indebtedness to delinquent interest
or other amounts due and owing from Maker to Payee hereunder
and under any other Debt Documents before application of such
funds to principal outstanding hereunder.
If
Maker makes a prepayment of this Note for any reason, Maker
shall pay irrevocably and in full to Payee (i) all outstanding
principal amounts, (ii) all accrued interest, (iii) the
Prepayment Fee (as defined below) and (iv) any and all other
amounts due hereunder or under the other Debt Documents. Maker
specifically acknowledges that, to the fullest extent allowed
by applicable law, it shall be liable for the Prepayment Fee
on any acceleration hereof or under the other Debt Documents.
In the event of an acceleration hereof or under the other Debt
Documents, the Prepayment Fee shall be determined as if (a)
Maker prepaid this Note in full immediately before such
acceleration and (b) the prepayment notice referred to above
was received by Payee thirty (30) days prior to such
date.
For
purposes hereof,
"Prepayment Fee" shall
be an amount equal to (i) Make Whole Amount plus (ii) an additional
sum equal to the following percentage of remaining principal
balance for prepayments occurring in the indicated period: Two
percent (2%) (for prepayments occurring prior to the first
anniversary of the date hereof), Two percent (2%) (for prepayments
occurring on and after the first anniversary of the date hereof but
prior to the second anniversary of the date hereof), One percent
(1%) (for prepayments occurring on and after the second anniversary
of the date hereof but prior to the third anniversary of the date
hereof) and zero percent (0%) (for prepayments occurring any time
thereafter). For the purpose hereof, the term
"Make Whole Amount" means
(i) the net present value of the remaining scheduled principal and
interest payments (including any balloon or other amount of
principal payable that but for the prepayment of this Note would be
payable on or prior to the scheduled maturity date
hereof),
|
