EXHIBIT 10.7b
AMENDED AND RESTATED REVOLVING NOTE
EXECUTED AS OF THE 31ST DAY OF OCTOBER, 2001 AMOUNT $5,000,000.00
FOR VALUE RECEIVED, the undersigned jointly and severally promise to pay to
the order of LASALLE BUSINESS CREDIT, INC. (hereinafter, together with any
holder hereof, called "LaSalle"), at the main office of LaSalle, 135 South
LaSalle Street, Chicago, Illinois 60603, the principal sum of FIVE MILLION AND
00/100 DOLLARS ($5,000,000.00) plus the aggregate unpaid principal amount of all
advances made by LaSalle to the undersigned pursuant to and in accordance with
Paragraph 2 of the Loan Agreement (as hereinafter defined) in excess of such
amount, or, if less, the aggregate unpaid principal amount of all advances made
by LaSalle to the undersigned pursuant to and in accordance with Paragraph 2 of
the Loan Agreement. The outstanding principal balance shall be payable in
accordance with the terms and conditions in the Loan Agreement. The undersigned
further promises to pay interest on the outstanding principal amount hereof on
the dates and at the rates provided in the Loan Agreement from the date hereof
until payment in full hereof.
This Amended and Restated Revolving Note (the "Note") is referred to in and
was delivered pursuant to that certain Loan and Security Agreement, as it has
been and may be amended from time to time, together with all exhibits thereto,
dated July 31, 2000, between LaSalle and HEI, Inc. (the "Loan Agreement"). This
Note is issued and accepted not in payment or satisfaction, but as an amendment
and restatement of that certain Revolving Note dated July 31, 2000 issued by HEI
and payable to the order of the Lender in the original principal amount of
$5,000,000. All terms which are capitalized and used herein (which are not
otherwise defined herein) shall have the meanings ascribed to such terms in the
Loan Agreement.
The undersigned hereby authorizes LaSalle to charge any account of the
undersigned for all sums due hereunder. If payment hereunder becomes due and
payable on a Saturday, Sunday or legal holiday under the laws of the United
States or the State of Minnesota, the due date thereof shall be extended to the
next succeeding business day, and interest shall be payable thereon at the rate
specified during such extension. Credit shall be given for payments made in the
manner and at the times provided in the Loan Agreement. It is the intent of the
parties that the rate of interest and other charges to the undersigned under
this Revolving Note shall be lawful and shall be limited to the maximum
nonusurious rate of interest permitted by law; therefore, if for any reason the
interest or other charges payable hereunder are found by a court of competent
jurisdiction, in a final determination, to exceed the limit which LaSalle may
lawfully charge the undersigned, then the obligation to pay interest or other
charges shall automatically be reduced to such limit and, if any amount in
excess of such limit shall have been paid, then such amount shall be refunded to
the undersigned.
The principal and all accrued interest hereunder may be prepaid by the
undersigned, in part or in full, at any time; provided, however, that if the
undersigned prepays all of the Liabilities prior to the end of the Original Term
or any Renewal Term, the undersigned shall pay a prepayment fee as provided in
the Loan Agreement.
The undersigned waives the benefit of any law that would otherwise restrict
or limit LaSalle in the exercise of its right, which is hereby acknowledged, to
set-off against the Liabilities, without notice and at any time hereafter, any
indebtedness matured or unmatured owing from LaSalle to the undersigned. The
undersigned waives every defense, counterclaim or setoff which the undersigned
may now have or hereafter may have to any action by LaSalle in enforcing this
Note and/or any of the other Liabilities, or in enforcing LaSalle's rights in
the Collateral and ratifies and confirms whatever LaSalle may do pursuant to the
terms hereof and of the Loan Agreement and with respect to the Collateral and
agrees that LaSalle shall not be liable for any error in judgment or mistakes of
fact or law.
The undersigned, any other party liable with respect to the Liabilities and
any and all endorsers and accommodation parties, and each one of them, if more
than one, waive any and all presentment, demand, notice of dishonor, protest,
and all other notices and demands in connection with the enforcement of
LaSalle's rights hereunder.
The loan evidenced hereby has been made and this Note has been delivered at
Chicago, Illinois. THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE INTERNAL
LAWS OF THE STATE OF MINNESOTA AS TO INTERPRETATION, ENFORCEMENT, VALIDITY,
CONSTRUCTION, EFFECT, AND IN ALL OTHER RESPECTS, INCLUDING WITHOUT LIMITATION,
THE LEGALITY OF THE INTEREST RATE AND OTHER CHARGES, and shall be binding upon
the undersigned and the undersigned's heirs, legal representatives, successors
and assigns. If this Note contains any blanks when executed by the undersigned,
LaSalle is hereby authorized, without notice to the undersigned to complete any
such blanks according to the terms upon which the loan or loans were granted.
Wherever possible, each provision of this Note shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Note shall be prohibited by or be invalid under such law, such provision
shall be severable, and be ineffective to the extent of such prohibition or
invalidity, without invalidating the remaining provisions of this Note, the term
"undersigned" as used herein shall mean all parties signing this Note, and each
one of them, and all such parties, their respective heirs, executors,
administrators, successors and assigns, shall be jointly and severally obligated
hereunder.
To induce LaSalle to make the loan evidenced by this Note, the undersigned
(i) irrevocably agrees that, subject to LaSalle's sole and absolute election,
all actions arising directly or indirectly as a result or in consequence of this
Note or any other agreement with LaSalle, or the Collateral, shall be instituted
and litigated only in courts having situs in the County of Hennepin, Minnesota,
(ii) hereby consents to the exclusive jurisdiction and venue of any State or
Federal Court located and having its situs in said city, and (iii) waives any
objection based on forum non-conveniens. IN ADDITION, THE UNDERSIGNED HEREBY
WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR
INDIRECTLY TO THIS NOTE, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS
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CONDUCT BY THE UNDERSIGNED OR LASALLE OR WHICH IN ANY WAY, DIRECTLY OR
INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP BETWEEN THE UNDERSIGNED
AND LASALLE, and consents that service of process may be made in accordance with
the Loan Agreement; and service so made shall be completed five (5) days after
the same has been deposited in the U.S. mails as aforesaid.
As used herein, all provisions shall include the masculine, feminine,
neuter, singular and plural thereof, wherever the context and facts require such
construction and in particular the word "undersigned" shall be so construed.
IN WITNESS WHEREOF, the undersigned has executed this Note on the date
above set forth.
HEI, INC.
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By: Steve E. Tondera
Title: CFO
CROSS TECHNOLOGY, INC.
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By: Steve E. Tondera
Title: CFO
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ACKNOWLEDGMENT OF SIGNATURE
STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN )
I, _______________________________, a Notary Public in and for the state
and county aforesaid, do hereby certify that before me this day personally
appeared Steve E. Tondera, CFO of the HEI, Inc., a Minnesota corporation, known
to me to be the same person whose name is subscribed to the foregoing Amended
and Restated Revolving Note, and acknowledged to me that he executed and
delivered the foregoing Amended and Restated Revolving Note as his free and
voluntary act, for the uses set forth therein.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this ____
day of October, 2001.
-----------------------------------------
Notary Public
My Commission Expires
-----------------------------------------
STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN )
I, _______________________________, a Notary Public in and for the state
and county aforesaid, do hereby certify that before me this day personally
appeared Steve E. Tondera, CFO of the Cross Technology, Inc., a Minnesota
corporation, known to me to be the same person whose name is subscribed to the
foregoing Amended and Restated Revolving Note, and acknowledged to me that he
executed and delivered the foregoing Amended and Restated Revolving Note as his
free and voluntary act, for the uses set forth therein.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this ____
day of October, 2001.
-----------------------------------------
Notary Public
My Commission Expires
-----------------------------------------
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