Exhibit 10.123
PROMISSORY NOTE
$700,000.00
February 10, 2009
1.
MAKER’S PROMISE TO
PAY
FOR VALUE RECEIVED, MEADE
INSTRUMENTS CORP ., a Delaware corporation (“
Maker ”), promises to pay to the order of THE
IRVINE COMPANY LLC, a Delaware limited liability company
(“ Payee ”), at the address set forth in
Section 3 hereof, the principal sum of Seven Hundred Thousand
Dollars ($700,000.00), together with accrued interest on the unpaid
principal balance at the applicable rate as set forth in
Section 2 hereof. Maker acknowledges and agrees that
Payee may assign or otherwise transfer this Note at any time.
Payee or anyone who takes this Note by any such transfer and who is
entitled to receive payments under this Note is sometimes
hereinafter referred to as the “ Note Holder
.”
2.
INTEREST
No interest shall accrue on the
principal balance of this Note. Notwithstanding the foregoing, upon
the occurrence of an Event of Default as described in
Section 6(a) below, and for so long as such default
continues, the sum(s) of principal then due and payable
hereunder, whether by acceleration or otherwise, shall bear
interest at the per annum rate of ten percent (10%) (the “
Default Rate ”).
3.
PAYMENTS
NOTICE TO MAKER: THE PAYMENT
OF PRINCIPAL AND INTEREST AND ANY OTHER SUMS THEN DUE HEREUNDER IS
A BALLOON PAYMENT. MAKER HAS NO RIGHT WHATSOEVER TO EXTEND OR
RENEW THIS NOTE WHEN THE BALLOON PAYMENT BECOMES DUE ON THE
MATURITY DATE. NOTE HOLDER IS UNDER NO OBLIGATION TO
REFINANCE THE LOAN AT THAT TIME.
Maker shall make payments of
principal under this Note in accordance with the following
schedule:
(a)
Two Hundred Thousand Dollars
($200,000.00) on May 1, 2009;
(b)
Two Hundred Thousand Dollars
($200,000.00) on August 1, 2009; and
(c)
Three Hundred Thousand Dollars
($300,000.00) on November 1, 2009 (the “Maturity
Date”).
On the Maturity Date, the entire
unpaid principal balance hereof, together with accrued but unpaid
interest thereon and any other sums then due hereunder, shall
immediately become due and payable in full.
Any payments received by Note Holder
pursuant to the terms hereof shall be applied first to the payment
of any sums, other than principal and interest, due Note Holder
pursuant to the terms hereof, next to the payment of all interest
accrued to the date of such payment, and then to the payment of
principal. All payments hereunder are payable in lawful money
of the United States of America and shall be wired to the following
account of Note Holder, or shall be payable at such other place as
the Note Holder hereof may designate from time to time:
Wells Fargo Bank
San Francisco, CA
Account No: 4944677699
Account Name: TIC - Tech Portfolio
Routing No: 121000248
[Amount of Wired Amount or ACH]
Mead Instruments Corp. - 663841-S29453
4.
MAKER’S RIGHT TO
PREPAY
Maker shall have the right to prepay
all or part of the unpaid principal balance hereof, together with
accrued but unpaid interest thereon, at any time without
penalty.
5.
INTEREST RATE
LIMITATION
If it is determined that the
transaction contemplated hereby is subject to the usury laws of the
State of California, Note Holder and Maker stipulate and agree that
none of the terms and provisions
