TERM NOTE
Exhibit 10.3
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$3,500,000 |
Minneapolis, Minnesota |
FOR VALUE RECEIVED, the undersigned, INTRICON CORPORATION, a Pennsylvania corporation, INTRICON, INC. (formerly known as Resistance Technology, Inc.), a Minnesota corporation, RTI ELECTRONICS, INC., a Delaware corporation, INTRICON XXXXXXXX CORPORATION (formerly known as TI Acquisition Corporation), a Maine corporation, and XXX XXXXXX, INC. (d/b/a Datrix), a California corporation (each a “Borrower” and collectively, the “Borrowers”), hereby JOINTLY AND SEVERALLY promise to pay to the order of THE PRIVATEBANK AND TRUST COMPANY, a an Illinois state banking corporation (the “Bank”), the principal sum of THREE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($3,500,000), payable in periodic installments on the dates and in the amounts set forth in Loan Agreement (as hereinafter defined), with one final balloon payment on the Term Loan Maturity Date. The actual amount due and owing from time to time hereunder shall be evidenced by Bank’s records of receipts and disbursements with respect to the Term Loan, which shall, absent manifest error, be conclusive evidence of such amount.
Each Borrower further promises to pay interest on the aggregate unpaid principal amount hereof at the rates provided in the Loan Agreement from the date hereof until payment in full hereof. Accrued interest shall be payable on the dates specified in the Loan Agreement.
All payments of principal and interest under this Note shall be made in lawful money of the United States of America in immediately available funds at the Bank’s office at 00 Xxxxx 0xx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, or at such other place as may be designated by the Bank to the Borrowers in writing.
This Note is the Term Note referred to in, and evidences indebtedness incurred under, a Loan and Security Agreement dated as of August 13, 2009 (herein, as it may be amended, modified or supplemented from time to time, called the “Loan Agreement”), among the Borrowers and the Bank, to which Loan Agreement reference is made for a statement of the terms and provisions thereof, including those under which the Borrowers are permitted and required to make prepayments and repayments of principal of such indebtedness and under which such indebtedness may be declared to be immediately due and payable.
All parties hereto, whether as makers, endorsers or otherwise, severally waive presentment, demand, protest and notice of dishonor in connection with this Note.
This Note is made under and governed by the internal laws of the State of Minnesota.
[REMAINDER OF XXXX LEFT INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the undersigned have caused this Note to be executed as of the date first set forth above.
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BORROWERS: |
INTRICON CORPORATION |
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a Pennsylvania corporation |
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By: |
/s/ Xxxxx Xxxxxxx |
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Name: Xxxxx Xxxxxxx |
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Title: Chief Financial Officer |
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INTRICON, INC. (formerly known as Resistance |
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Technology, Inc.), a Minnesota corporation |
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By: |
/s/ Xxxxx Xxxxxxx |
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Name: Xxxxx Xxxxxxx |
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Title: Chief Financial Officer |
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RTI ELECTRONICS, INC. |
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a Delaware corporation |
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By: |
/s/ Xxxxx Xxxxxxx |
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Name: Xxxxx Xxxxxxx |
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Title: Chief Financial Officer |
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INTRICON XXXXXXXX CORPORATION |
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(formerly known as TI Acquisition corporation), |
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a Maine corporation |
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By: |
/s/ Xxxxx Xxxxxxx |
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Name: Xxxxx Xxxxxxx |
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Title: Chief Financial Officer |
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XXX XXXXXX, INC. (d/b/a Datrix), |
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a California corporation |
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By: |
/s/ Xxxxx Xxxxxxx |
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Name: Xxxxx Xxxxxxx |
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Title: Chief Financial Officer |
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SIGNATURE PAGE TO TERM NOTE
