EXHIBIT 10.5
BNY TERM LOAN NOTE
Garden City, New York
$7,500,000.00 June 10, 1996
FOR VALUE RECEIVED, HIRSCH INTERNATIONAL CORP., a Delaware corporation,
having its principal place of business at 200 Wireless Blvd., Hauppauge, New
York 11788 (the "Borrower") promises to pay to the order of THE BANK OF NEW YORK
("Bank") at its office located at 1100 Old Country Road, Hauppauge, New York
11788, the principal sum of SEVEN MILLION FIVE HUNDRED THOUSAND ($7,500,000.00)
DOLLARS, or so much as has been advanced pursuant to the Agreement (as
hereinafter defined), in twenty (20) quarterly principal installments, each of
the first nineteen (19) such installments being in the principal amount of THREE
HUNDRED SEVENTY FIVE THOUSAND ($375,000.00) DOLLARS, commencing on the last
Business Day of September, 1996, and continuing quarterly thereafter until the
Maturity Date, when any remaining principal amount shall be due and payable.
In the event that Tajima gives notice to the Borrower of termination of the
Tajima Agreement, the Borrower shall repay the outstanding principal balance of
this Term Loan Note over the shorter of (x) the remaining term of this Term Loan
Note as of the date of such notice, or (y) twelve (12) equal quarterly
installments, commencing on the last Business Day of each quarter beginning on
the first such day after the date of such notice and continuing on the last
Business Day of each calendar quarter thereafter.
The Borrower shall pay interest on the unpaid balance of this Note from
time to time outstanding at said office, at the rates of interest, at the times
and for the periods as set forth in the Agreement (as defined below).
All payments including prepayments on this Term Loan Note shall be made in
lawful money of the United States of America in immediately available funds.
Except as otherwise provided in the Agreement, if a payment becomes due and
payable on a day other than a Business Day, the maturity thereof shall be
extended to the next succeeding Business Day, and interest shall be payable
thereon at the rate herein specified during such extension.
This Term Loan Note is the term loan note referred to in that certain Loan
Agreement among Borrower, certain Guarantors, the Agent and the Banks of even
date herewith (the "Agreement"), as such Agreement may be further amended from
time to time, and is subject
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to prepayment and its maturity is subject to acceleration upon the terms
contained in said Agreement. All capitalized terms used in this Term Loan Note
and not defined herein shall have the meanings given them in the Agreement.
If any action or proceeding be commenced to collect this Term Loan Note or
enforce any of its provisions, Borrower further agrees to pay all costs and
expenses of such action or proceeding and reasonable attorneys' fees and
expenses and further expressly waives any and every right to interpose any
counterclaim (other than a compulsory counterclaim) in any such action or
proceeding. Borrower hereby submits to the jurisdiction of the Supreme Court of
the State of New York and agrees with Bank that personal jurisdiction over
Borrower shall rest with the Supreme Court of the State of New York for purposes
of any action on or related to this Term Loan Note, the liabilities, or the
enforcement of either or all of the same. Borrower hereby waives personal
service by manual delivery and agrees that service of process may be made by
post-paid certified mail directed to Borrower at Borrower's address designated
in the Agreement or at such other address as may be designated in writing by
Borrower to Bank in accordance with Section 8.02 of the Agreement, and that upon
mailing of such process such service be effective with the same effect as though
personally served. Borrower hereby expressly waives any and every right to a
trial by jury in any action on or related to this Term Loan Note, the
liabilities or the enforcement of either or all of the same.
Bank may transfer this Term Loan Note and may deliver the security or any
part thereof to the transferee or transferees, who shall thereupon become vested
with all the powers and rights above given to Bank in respect thereto, and Bank
shall thereafter be forever relieved and fully discharged from any liability or
responsibility in the matter. The failure of any holder of this Term Loan Note
to insist upon strict performance of each and/or all of the terms and conditions
hereof shall not be construed or deemed to be a waiver of any such term or
condition.
Borrower and all endorsers and Guarantors hereof waive presentment and
demand for payment, notice of non-payment, protest, and notice of protest.
This Term Loan Note shall be construed in accordance with and governed by
the laws of the State of New York.
HIRSCH INTERNATIONAL CORP.
BY: \s\ Henry Arnberg
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Henry Arnberg
President
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