EXHIBIT 10.7
THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SECURED BY A COMBINATION
MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE
FINANCING STATEMENT (THE "MORTGAGE") OF EVEN DATE HEREWITH, ON LAND IN CROW
WING COUNTY, MINNESOTA, AND REFERENCE IS MADE TO THE MORTGAGE FOR RIGHTS AS
TO ACCELERATION OF THE INDEBTEDNESS EVIDENCED BY THIS NOTE.
PROMISSORY NOTE
$1,000,000.00 Minneapolis, Minnesota
March 27, 1997
FOR VALUE RECEIVED, the undersigned Nortech Systems Incorporated
("Maker"), a Minnesota corporation, hereby promises to pay to the order of
Communications Systems, Inc. ("Payee"), a Minnesota corporation, at Xxxxxx,
Minnesota, or at such other place as may be designated from time to time in
writing by the holder thereof, the principal sum of One Million Dollars
($1,000,000.00) with simple interest on the outstanding principal balance
beginning on November 4, 1996, at a rate equal to the prime or reference rate
established from time to time by First Bank Minneapolis.
Principal in the amount of Forty Thousand Dollars ($40,000.00) or more
per installment shall be payable semiannually commencing May 1, 1997, and
continuing on the first day of every November and May thereafter for a total
of five (5) years, at which time all remaining principal and accrued
interest, if not sooner paid, shall be paid in full.
This Note is given to evidence the unpaid balance of the purchase price
owed by Maker to Payee for the purchase of the assets of Payee, pursuant to
the terms of that certain Asset Purchase Agreement (the "Asset Purchase
Agreement") dated 1996, between Maker and Payee. This Note is subject to and
governed by the terms and provisions of the Asset Purchase Agreement,
including rights of offset as set forth therein.
Each payment (including prepayments, if made) hereunder shall be applied
first to payment of accrued interest, and the balance to payment of
principal. Prepayments can be made at any time, and from time to time, at the
election of Maker, without penalty. If default is made in the payment of any
installment of this Note, and such payment is not made within fifteen (15)
days after notice from the Note holder of non-payment, the Note holder may
declare the entire unpaid principal balance of this Note and all accrued
interest due and payable without further notice.
In the event that the holder hereof shall institute any action for the
enforcement or collection of this Note, there shall be immediately due from
the Maker, in addition to the unpaid balance, all reasonable costs and
expenses of said action, including reasonable attorneys' fees.
IN WITNESS WHEREOF, the undersigned has caused this Note to be executed
on the date first above written.
NORTECH SYSTEMS INCORPORATED
By /s/ X. X. Xxxxxxxxx
-----------------------------
Its President & CEO
-------------------------
