Senior Subordinated Secured Promissory Note between P-Com, Inc. and BBT Fund LP dated November 1, 2002

Summary

P-Com, Inc. has issued a secured promissory note to BBT Fund LP for $201,875, with interest at 7% per year, payable in full by May 1, 2003. The note is secured by specific company equipment and assets, subject to approval by Silicon Valley Bank. If not paid on time, interest increases to 9% per year. The note is senior to certain other company debts but junior to obligations owed to Silicon Valley Bank. P-Com may prepay without penalty, and legal costs are covered if collection is needed.

EX-10.112 4 doc4.txt Exhibit 10.112 SENIOR SUBORDINATED SECURED PROMISSORY NOTE $201,875.00 November 1,2002 Campbell, California FOR VALUE RECEIVED and intending to be legally bound hereby, the undersigned, P-Com, Inc, a Delaware corporation("Maker"), promises to pay to the order of BBT FUND LP, a Grand Cayman limited liability partnership ("Payee") the promised sum of TWO HUNDRED 0NE THOUSAND EIGHT HUNDRED SEVENTY FIVE DOLLARS(201,875.00), or such lesser amount as may, at the time of maturity hereof, be outstanding hereunder, together with interest thereon from the date hereof until maturity on the principal sum remaining from time to time unpaid, at a rate equal to seven percent (7.0%) per annum, payable in lawful money of the United States, Maker shall pay all unpaid principal and accrued interest hereunder on May 1,2003. Interest on this Note will accrue from November 1, 2002 and will be computed on the basis of a 360-day year of twelve 3O-day months. After maturity, whether by acceleration or otherwise, interest shall accrue at the rate of nine percent (9.0%) per annum until all sums due hereunder are paid. Maker reserves the right to prepay in whole or in part the principal of this Note at any time or from time to time without premium or penalty. Any payment hereunder ,shall be applied first to accrued interest, and the balance, if any, to principal. No prepayment shall obligate the holder hereof to make additional advances. The undersigned, as Maker, and all others who are or who shall become parties primarily or secondarily liable on this Note, whether as endorsers, guarantors or otherwise hereby agree to waive presentment, demand for payment, protest and notice of nonpayment or &honor and agree that failure of the holder to exercise any of its rights hereunder in any instance shall not constitute a waiver thereof in that or any other instance. In case suit shall be brought on this Note, Maker agrees to pay Payee's reasonable attorney's fees and court costs. Conditioned solely upon receipt of consent of Silicon Valley Bank, this Note is secured by a lien on such assets of Maker as are included on Attachment A or suitable replacement items in the event of their approved sales in the normal course of business and as may be covered by a security agreement to be dated as of the date hereof between Maker and Payee. The obligations of Maker hereunder shall constitute indebtedness that is senior to the Maker's existing 3-year Notes outstanding dated November 1,2002, but shall be junior in right of payment to Maker's obligations to Silicon Valley Bank pursuant to (i) that certain Loan and Security Agreement dated as of September 20,2002 among the Maker, P-Com Network Services, Inc and Silicon Valley Bank or (ii) that certain Loan and Security Agreement (EXIM Program) dated as of September 20,20Q2 among the Maker, P-Corn Network Services, Inc. and Silicon Valley Bank, This Note shall be governed by and shall be construed in accordance with the internal laws of the Sate of New York. Executed as of the day and year first above written. P-COM, INC. By: /s/ Leigh J. Stephens --------------------------------------- Vice President and Chief Financial Officer BBT Fund LP By: /s/ William Kennan ---------------------------------------- BBT-FW, Inc. general partner of BBT Genpar, L.P., genera1 partner of BBT Fund, L.P.