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Exhibit 10.11
REIMBURSEMENT AGREEMENT
THIS REIMBURSEMENT AGREEMENT (this "Agreement") dated May 18, 1992,
made by and between Francis J. Perry, Jr. and William Walker as Trustees of
Everett Street Trust under declaration of trust dated May 9, 1980 recorded with
Norfolk County Registry of Deeds, Book 5745, Page 654, as amended of record,
having an address at P.O. Box 158, Islington, Massachusetts 02090 (the "Everett
Trust) and Analog Devices, Inc., a Massachusetts corporation located at One
Technology Way, P.O. Box 9106, Norwood, Massachusetts 02062-9106 ("Analog").
WITNESSETH:
WHEREAS, The First National Bank of Boston, a national banking
association, having a business address at 100 Federal Street, Boston,
Massachusetts 02110 (the "Bank"), is this day making a term loan to the Everett
Trust in the maximum principal amount of Nine Million Seven Hundred Fifty
Thousand ($9,750,000.00) Dollars (the "Loan"); and
WHEREAS, the Loan will be evidenced by a Promissory Note of even date
herewith from the Everett Trust to the Bank in the maximum Principal amount of
Nine Million Seven Hundred Fifty Thousand ($9,750,000.00) Dollars (the "Note");
and
WHEREAS, it is a condition of the obligation of the Bank to make the
Loan that Analog enter into a Note Purchase Agreement of even date herewith (the
"Note Purchase Agreement"), pursuant to which Analog will agree to Purchase and
pay for the Note in the event of a default under the Note or under the
instruments securing the Note, all in accordance with the terms and conditions
of the Note Purchase Agreement; and
WHEREAS, it is a condition of Analog executing the Note Purchase
Agreement that the Everett Trust enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreement contained herein, and for other valuable consideration,
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. The Everett Trust will, immediately upon receipt of written demand
made by Analog, reimburse Analog for all amounts which Analog pays to the Bank
Pursuant to the Note Purchase Agreement or any other document executed by Analog
in connection therewith (the "Analog Documents"), and all charges, costs, and
expenses incurred or paid by Analog in connection with the exercise by Analog of
any right, power, or remedy under the Note Purchase Agreement or under the
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Analog Documents or the exercise by Analog of any right, power, or remedy under
this Agreement or under the Mortgage and Security Agreement of even date
herewith from the Everett Trust to Analog (the "Mortgage") securing this
Agreement, all with interest at the default rate of interest set forth in the
Note from the date of any default under this Agreement until reimbursement is
made pursuant to this Agreement, including all costs of collection (including
reasonable attorneys fees) and all costs of suit or the foreclosure by Analog of
the Mortgage or other Security Documents (as hereinafter defined) or in the
event Analog is made party to any litigation because of the existence of any
indebtedness hereunder or because of the existence of the Mortgage or Security
Documents (all such costs, charges and expenses collectively, the "Reimbursement
Costs").
2. This Agreement shall be secured by a Mortgage encumbering certain
real and personal property located in Norwood, Massachusetts, as more
particularly described therein, and any other instruments now or hereafter
executed by the Everett Trust which in any manner constitute additional security
for this Agreement (all of which are hereinafter referred to as the "Security
Documents"), together with the improvements situated thereon. In the event that
Analog should become the holder of the Note pursuant to the terms of the Note
Purchase Agreement, the Security Documents shall remain in full force and effect
and shall secure all sums due under the Note.
3. The rights or remedies of Analog as provided in this Agreement and
the Security Documents shall be cumulative and concurrent, and may be pursued
singly, successively, or together against the Everett Trust, the property
described in the Mortgage and any other funds, property or security held by
Analog for the payment of any and all sums due hereunder or otherwise at the
sole discretion of Analog. The failure to exercise any such right or remedy
shall in no event be construed as a waiver or release of said rights or remedies
or of the right to exercise them at any later time.
4. All notices to be given pursuant to this Agreement shall be
sufficient if mailed postage prepaid, certified or registered mail, return
receipt requested, to the above described address of the parties hereto, or to
such other address as a party may request in writing. Any time period provided
in the giving of any notice hereunder shall commence upon the date such notice
is deposited in the mail.
5. Notwithstanding anything to the contrary contained herein, this
Agreement is subject to the terms and conditions of a Letter Agreement of even
date herewith between the Everett Trust and Analog.
6. This Agreement may not be amended, modified or changed, nor shall
any waiver of any provision hereof be effective, except only by an instrument in
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writing and signed by the party against whom enforcement of any waiver,
amendment, change, modification or discharge is sought.
7. Notwithstanding anything to the contrary contained herein or in the
Security Documents, neither the undersigned nor any beneficiaries of the Everett
Trust as individuals or as a partnership or partners thereof shall have any
personal liability for amounts due under this Agreement. Analog agrees not to
seek a deficiency judgment or personal money judgment against the undersigned or
said beneficiaries as individuals or as a partnership or partners thereof for
any default under this Agreement or the Security Documents; provided that (i)
nothing herein contained shall be construed to prohibit or limit Analog from
exercising or enforcing any other remedy allowed by law or equity or by the
terms of the Mortgage, or any other Security Document of any kind, in securing
the payments due under this Agreement, and all other sums due, and (ii) nothing
herein contained will be deemed to be a release or an impairment of any other
indebtedness or obligation evidenced hereby or under the aforesaid instruments.
8. This Agreement shall be construed according to and governed by the
laws of the Commonwealth of Massachusetts.
This Agreement is executed as a sealed instrument as of the date first
hereinabove written.
/s/ Francis J. Perry, Jr
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FRANCIS J. PERRY, JR., as Trustee of Everett
Street Trust, for himself and co-Trustee, but
not individually
ANALOG DEVICES, INC.
By: /s/ Joe Mcdonough
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Its: VP Finance & CFO
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