Exhibit 10.10
AMENDED AND RESTATED
REVOLVING CREDIT NOTE
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$25,000,000.00 Date: May 1, 2002
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 Citizens Bank of
Massachusetts (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 or other extensions of credit 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, 2005, 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).
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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 in substitution of the Revolving Credit Note in the
principal amount of $25,000,000 dated June 13, 1997 made by the Borrower in
favor of the Bank and is made and delivered by the Borrower to the Bank pursuant
to the Amended and Restated Loan Agreement, dated as of May 1, 2002, 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.
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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 AMENDED AND RESTATED 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/ Debra A. Ricker-Rosato
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Name: Debra A. Ricker-Rosato
Title: Vice President-Finance
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