Exhibit 10.43
PROMISSORY NOTE
$1,200,000 May 9, 2003
This Promissory Note (this "Note") is executed and delivered under and
pursuant to the terms of that certain Loan and Security Agreement dated as of
the date hereof (as amended, modified, supplemented or restated from time to
time, the "Loan Agreement") by and between Titan PCB East, Inc., a Delaware
corporation ("Borrower"), and Equinox Business Credit Corp. ("Lender").
Capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Loan Agreement.
FOR VALUE RECEIVED, Borrower promises to pay to the order of Lender at
its offices located at 000 Xxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxx Xxxxxx
00000, Attention: Xxxxx X. Xxxxx or at such other place as the holder hereof may
from time to time designate to Borrower in writing:
(i) the principal sum of ONE MILLION TWO HUNDRED THOUSAND AND 00/100
DOLLARS ($1,200,000), or if different from such amount, the unpaid principal
balance of Loans as may be due and owing from time to time under the Loan
Agreement, payable in accordance with the provisions of the Loan Agreement,
subject to acceleration upon the occurrence of an Event of Default under the
Loan Agreement, or earlier termination of the Loan Agreement pursuant to the
terms thereof; and
(ii) interest on the principal amount of this Note from time to time
outstanding, payable at the applicable Contract Rate in accordance with the
provisions of the Loan Agreement. Upon and after the occurrence of an Event of
Default, and during the continuation thereof, interest shall be payable at the
applicable Default Rate. In no event, however, shall interest hereunder exceed
the maximum interest rate permitted by law.
This Note is the Note referred to in the Loan Agreement and is secured,
inter alia, by the liens granted pursuant to the Loan Agreement and the
Ancillary Agreements, is entitled to the benefits of the Loan Agreement and the
Ancillary Agreements, and is subject to all of the agreements, terms and
conditions therein contained.
This Note may be voluntarily prepaid, in whole or in part, on the terms
and conditions set forth in the Loan Agreement.
If an Event of Default under Section 18(k) of the Loan Agreement shall
occur, then this Note shall immediately become due and payable, without notice,
together with attorneys' fees if the collection hereof is placed in the hands of
an attorney to obtain or enforce payment hereof. If any other Event of Default
shall occur under the Loan Agreement or any of the Ancillary Agreements which is
not cured within any applicable grace period, then this Note may, as provided in
the Loan Agreement, be declared to be immediately due and payable, without
notice, together with attorneys' fees, if the collection hereof is placed in the
hands of an attorney to obtain or enforce payment hereof.
This Note shall be governed by and construed in accordance with the
laws of the State of New Jersey.
To the fullest extent permitted by applicable law, Borrower waives: (a)
presentment, demand and protest, and notice of presentment, dishonor, intent to
accelerate, acceleration, protest, default, nonpayment, maturity, release,
compromise, settlement, extension or renewal of any or all of the Obligations,
the Loan Agreement, this Note or any other Ancillary Agreement; (b) all rights
to notice and a hearing prior to Lender's taking possession or control of, or to
Lender's replevy, attachment or levy upon, the Collateral or any bond or
security that might be required by any court prior to allowing Lender to
exercise any of its remedies; and (c) the benefit of all valuation, appraisal
and exemption laws.
Borrower acknowledges that this Note is executed as part of a
commercial transaction and that the proceeds of this Note will not be used for
any personal or consumer purpose.
Borrower agrees to pay to Lender all fees and expenses described in the
Loan Agreement and the Ancillary Agreements.
TITAN PCB EAST, INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: President
2
STATE OF Massachusets )
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: ss.:
COUNTY OF Woruster )
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On the 20 day of May, 2003, before me personally came Xxxxxx X Xxxx, to
me known, who being by me duly sworn, did depose and say that s/he is the
President of Titan PCB East, Inc., the corporation described in and which
executed the foregoing instrument; and that s/he was authorized to sign her/his
name thereto by order of the board of directors of said corporation.
/s/ Xxxx Xxxx
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Notary Public
