EXHIBIT 10.2
REVOLVING NOTE
Boston, Massachussetts
December 17, 1998
$750,000.00
FOR VALUE RECEIVED, the undersigned NEXAR TECHNOLOGIES, INC., a Delaware
corporation (the "Borrower"), hereby promises to pay to the order of ATEC
GROUP, INC., ("ATEC") in accordance with the terms and conditions of the
Debtor-In-Possession Revolving Credit and Security Agreement dated the date
hereof executed by and between the Borrower and ATEC (the
Debtor-In-Possession Revolving Credit and Security Agreement is hereinafter
referred to as "DIP Loan Agreement"), the lesser of (i) the principal sum of
Seven Hundred Fifty Thousand ($750,000.00) Dollars or (ii) the aggregate
unpaid principal amount of the Advances (as defined in the DIP Loan
Agreement) if Advances of less than $750,000.00 are made by the ATEC to the
Borrower pursuant to the DIP Loan Agreement (provided that the Borrower shall
in no event be obligated to pay any principal in excess of actual amounts
outstanding under the DIP Loan Agreement) and to pay interest on the unpaid
principal amount of each Advance from the date thereof at the rates per annum
and for the periods set forth in or established by the DIP Loan Agreement and
calculated as provided therein.
All indebtedness outstanding under this Note shall bear interest (computed
in the same manner as interest on this Note prior to maturity) after maturity
whether at stated maturity, by acceleration or otherwise, at the Post-Default
Rate (as defined in the DIP Loan Agreement) and all such interest shall be
payable as provided in the DIP Loan Agreement.
To secure payment of this Note, the Borrower has granted to the ATEC a
security interest under the Massachusetts Uniform Commercial Code, and under the
terms of the DIP Loan Agreement in all of the collateral (the "Collateral")
described therein. This security interest covers any and all proceeds and
products of the Collateral.
Anything herein to the contrary notwithstanding, the obligation of the
Borrower to make payments of interest shall be subject to the limitation that
interest payments shall not be required to be made to ATEC to the extent that
ATEC's charging thereof would not be permissible under the law or laws
applicable to ATEC limiting rates of interest which may be charged or
collected by ATEC. If at any time interest on the indebtedness evidenced
hereby would otherwise exceed the highest lawful rate, only such highest
lawful rate will be paid by Borrower to ATEC. Should any amount be charges
to Borrower by ATEC in excess of such highest lawful amount, such excess be
deemed to have been paid in reduction of the principal balance of the
Advances.
Payment of both principal and interest on this Note shall be made at the
office of ATEC at 00 Xxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx, or such other place as
the holder hereof shall designate
to the Borrower in writing, in lawful money of the Unites States of America
in immediately available funds.
This Note is the Note referred to in the DIP Loan Agreement, is secured in
the manner provided therein, may be prepaid without penalty upon and subject to
the terms and conditions thereof and is entitled to the benefits thereof.
Upon the occurrence and during the continuance of any Event of Default, (as
defined in the DIP Loan Agreement), the principal amount of and all accrued
interest on this Note may be immediately declared due and payable by ATEC in the
manner and with the effect provided for the DIP Loan.
The Borrower and each and every endorser of the note and each other person
who may become liable for all or any part of the obligation evidenced hereby
waive demand, presentment for payment, protest, notice of protest and notice of
nonpayment of this Note.
The Borrower agrees to pay all reasonable costs and expenses of collection,
including without limitation, ATEC's reasonable attorneys' fees, costs and
disbursements, in the event that any action, suit or proceeding is brought by
the holder hereof to collect on this Note.
IN WITNESS WHEREOF, the Borrower has executed this Revolving Note by its
duly authorized officer on the date and year first above written.
NEXAR TECHNOLOGIES, INC.
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[Corporate Seal] By: Xxxxxx X. Xxxxx
Title: Chief Executive Officer
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