GUIDANCE LINE NOTE
Exhibit 10.4
GUIDANCE LINE NOTE
|
$10,000,000.00
|
February
26,
2019
|
FOR
VALUE RECEIVED and intending to be legally bound, the undersigned,
LIGHTPATH TECHNOLOGIES,
INC., a Delaware corporation (“Borrower”), jointly and severally,
promise to pay, in lawful money of the United States of America, to
the order of BANKUNITED,
N.A., a national banking association (“Lender”), at the address set forth
in Section 2.5(a) of the Loan Agreement, the maximum aggregate
principal sum of Ten Million and No/100 Dollars ($10,000,000.00) or
such lesser sum which represents the principal balance outstanding
under the Guidance Line Facility established pursuant to the
provisions of that certain Loan Agreement dated of even date
herewith, between Borrower and Lender (as it may be supplemented,
restated, superseded, amended or replaced from time to time,
“Loan
Agreement”). The outstanding principal balance
hereunder shall be payable in accordance with the terms of the Loan
Agreement. The outstanding principal balance of this Note, plus all
accrued but unpaid interest, shall be due and payable on the
earlier of the Revolving Credit Maturity Date or the Term Loan
Maturity Date. The actual amount due and owing from time to time
hereunder shall be evidenced by Xxxxxx’s records of receipts
and disbursements with respect to the Guidance Line Facility, which
shall, in the absence of manifest error, be conclusive evidence of
the amount. All capitalized terms used herein without further
definition shall have the respective meanings ascribed thereto in
the Loan Agreement.
Xxxxxxxx further
agrees to pay interest on the outstanding principal balance
hereunder from time to time at the per annum rates set forth in the
Loan Agreement. Interest shall be calculated on the basis of a year
of 360 days but charged for the actual number of days elapsed, and
shall be due and payable as set forth in the Loan
Agreement.
This
Guidance Line Note is that certain Guidance Line Note referred to
in the Loan Agreement.
If an
Event of Default occurs and is continuing under the Loan Agreement,
the unpaid principal balance of this Guidance Line Note along with
all accrued and unpaid interest and unpaid Expenses shall become,
or may be declared, immediately due and payable as provided in the
Loan Agreement. The obligations evidenced by this Guidance Line
Note are secured by the Collateral.
This
Guidance Line Note may be prepaid only in accordance with the terms
and conditions of the Loan Agreement.
Borrower hereby
waives protest, demand, notice of nonpayment and all other notices
in connection with the delivery, acceptance, performance or
enforcement of this Guidance Line Note.
This
Guidance Line Note shall be governed by and construed in accordance
with the substantive laws of the State of Florida (without giving
effect to principles of conflicts of law). The provisions of this
Guidance Line Note are to be deemed severable and the invalidity or
unenforceability of any provision shall not affect or impair the
remaining provisions of this Guidance Line Note which shall
continue in full force and effect. No modification hereof shall be
binding or enforceable against Lender unless approved in writing by
Xxxxxx.
BORROWER (AND
LENDER BY ITS ACCEPTANCE HEREOF) HEREBY WAIVES ANY AND ALL RIGHTS
IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION,
PROCEEDING OR COUNTERCLAIM ARISING WITH RESPECT TO RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO OR UNDER THE LOAN DOCUMENTS OR
WITH RESPECT TO ANY CLAIMS ARISING OUT OF ANY DISCUSSIONS,
NEGOTIATIONS OR COMMUNICATIONS INVOLVING OR RELATED TO ANY PROPOSED
RENEWAL, EXTENSION, AMENDMENT, MODIFICATION, RESTRUCTURE,
FORBEARANCE, WORKOUT, OR ENFORCEMENT OF THE TRANSACTIONS
CONTEMPLATED HEREUNDER OR UNDER THE LOAN DOCUMENTS.
[EXECUTION PAGES FOLLOW]
[SIGNATURE PAGE OF GUIDANCE LINE NOTE]
IN
WITNESS WHEREOF, and intending to be legally bound hereby, Xxxxxxxx
has executed these presents the day and year first above
written.
LIGHTPATH
TECHNOLOGIES, INC.
a
Delaware corporation
By:
/s/ X. Xxxxx Xxxxxx
X.
Xxxxx Xxxxxx, President
