Exhibit 10.2
REVOLVING CREDIT NOTE
$25,000,000.00 Date: June 13, 1997
FOR VALUE RECEIVED, the undersigned (hereinafter, together with its
successors in title and assigns, called the "Borrower"), by this promissory
note (hereinafter, together with the Schedule annexed hereto, called "this
Note"), absolutely and unconditionally promises to pay to the order of State
Street Bank and Trust Company (hereinafter, together with its successors in
title and assigns, called the "Bank"), the principal sum of Twenty-Five
Million and 00/100 Dollars ($25,000,000.00), or so much thereof as shall have
been advanced by the Bank to the Borrower by way of Revolving Loans under the
Loan Agreement (as hereinafter defined) and shall remain outstanding, such
payment to be made as hereinafter provided, and to pay interest on the
principal sum outstanding hereunder from time to time from the date hereof
until the said principal sum or the unpaid portion thereof shall have become
due and payable as hereinafter provided.
Capitalized terms used herein without definition shall have the meaning set
forth in the Loan Agreement.
The unpaid principal (not at the time overdue) under this Note shall bear
interest at the rate or rates from time to time in effect under the Loan
Agreement. Accrued interest on the unpaid principal under this Note shall be
payable on the dates specified in the Loan Agreement.
On July 1, 2002, the date of the final maturity of this Note, there shall
become absolutely due and payable by the Borrower hereunder, and the Borrower
hereby promises to pay to the Bank, the balance (if any) of the principal
hereof then remaining unpaid, all of the unpaid interest accrued hereon and
all (if any) other amounts payable on or in respect of this Note or the
indebtedness evidenced hereby.
Each overdue amount (whether of principal, interest or otherwise) payable
on or in respect of this Note or the indebtedness evidenced hereby shall (to
the extent permitted by applicable law) bear interest at the rates and on the
terms provided by the Loan Agreement. The unpaid interest accrued on each
overdue amount in accordance with the foregoing terms of this paragraph shall
become and be absolutely due and payable by the Borrower to the Bank on
demand by the Bank. Interest on each overdue amount will continue to accrue
as provided by the foregoing terms of this paragraph, and will (to the extent
permitted by applicable law) be compounded daily until the obligations of the
Borrower in respect of the payment of such overdue amount shall be discharged
(whether before or after judgment).
Each payment of principal, interest or other sum payable on or in respect
of this Note or the indebtedness evidenced hereby shall be made by the Borrower
directly to the Bank in dollars, at the address of the Bank set forth in the
Loan Agreement, on the due date of such payment, and in immediately available
and freely transferable funds. All payments on or in
respect of this Note or the indebtedness evidenced hereby shall be made
without set-off or counterclaim and free and clear of and without any
deductions, withholdings, restrictions or conditions of any nature.
This Note is made and delivered by the Borrower to the Bank pursuant to
the Loan Agreement, dated as of June 13, 1997, by and between the Borrower
and the Bank (hereinafter, as originally executed, and as now or hereafter
varied or supplemented or amended and restated, called the "Loan Agreement").
This Note evidences the obligation of the Borrower (a) to repay the
principal amount of the Revolving Loans made by the Bank to the Borrower
pursuant to the Loan Agreement; (b) to pay interest, as herein and therein
provided, on the principal amount hereof remaining unpaid from time to time;
and (c) to pay other amounts which may become due and payable hereunder or
thereunder as herein and therein provided.
The Borrower will have the right to prepay the unpaid principal of this
Note in full or in part upon the terms contained in the Loan Agreement. The
Borrower will have an obligation to prepay principal of this Note from time
to time if and to the extent required under, and upon the terms contained in,
the Loan Agreement. Any partial payment of the indebtedness evidenced by
this Note shall be applied in accordance with the terms of the Loan Agreement.
Pursuant to and upon the terms contained in Section 6 of the Loan
Agreement, the entire unpaid principal of this Note, all of the interest
accrued on the unpaid principal of this Note and all (if any) other amounts
payable on or in respect of this Note or the indebtedness evidenced hereby
may be declared to be immediately due and payable, whereupon the entire
unpaid principal of this Note, all of the interest accrued on the unpaid
principal of this Note and all (if any) other amounts payable on or in
respect of this Note or the indebtedness evidenced hereby shall (if not
already due and payable) forthwith become and be due and payable to the Bank
without presentment, demand, protest or any other formalities of any kind,
all of which are hereby expressly and irrevocably waived by the Borrower,
excepting only for notice expressly provided for in the Loan Agreement.
All computations of interest payable as provided in this Note shall be
computed by the Bank daily on the basis of a 360 day year and paid for the
actual number of days for which due. The interest rate in effect from time
to time shall be determined in accordance with the terms of the Loan
Agreement.
Should all or any part of the indebtedness represented by this Note be
collected by action at law, or in bankruptcy, insolvency, receivership or
other court proceedings, or should this Note be placed in the hands of
attorneys for collection after default, the Borrower hereby promises to pay
to the holder of this Note, upon demand by the holder hereof at any time, in
addition to principal, interest and all (if any) other amounts payable on or
in respect of this Note or the indebtedness evidenced hereby, all court costs
and attorneys' fees and all other collection charges and expenses reasonably
incurred or sustained by the holder of this Note.
The Borrower hereby irrevocably waives notice of acceptance, presentment,
notice of nonpayment, protest, notice of protest, suit and all other
conditions precedent in connection with the delivery, acceptance, collection
and/or enforcement of this Note or any collateral or security therefor,
except for notices expressly provided for in the Loan Agreement. The
Borrower hereby absolutely and irrevocably consents and submits to the
jurisdiction of the courts of the Commonwealth of Massachusetts and of any
federal court located in Suffolk County in the said Commonwealth in
connection with any actions or proceedings brought against the Borrower by
the holder hereof arising out of or relating to this Note.
This Note is intended to take effect as a sealed instrument. This Note
and the obligations of the Borrower hereunder shall be governed by and
interpreted and determined in accordance with the laws of the Commonwealth of
Massachusetts without regard to its law relating to choice of law.
IN WITNESS WHEREOF, this REVOLVING CREDIT NOTE has been duly executed by
the undersigned on the day and in the year first above written in Boston,
Massachusetts.
WITNESS: BOSTON ACOUSTICS, INC.
___________________________ By: /s/Fred E. Faulkner, Jr.
--------------------------------
Name:
Title:
SCHEDULE TO REVOLVING CREDIT NOTE
DATE AMOUNT INTEREST AMOUNT NOTATION
OF LOAN RATE PAID MADE BY
- -------------------------------------------------------------------------------