EXHIBIT 10.52
SECURED REVOLVING NOTE
$1,500,000.00 May 31, 2001
FOR VALUE RECEIVED, DELTA COMPUTEC INC., a corporation organized under the
laws of the State of New York (the "Borrower"), having its principal place of
business at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000, hereby promises to
pay in lawful money of the United States of America, to the order of KELTIC
FINANCIAL PARTNERS, LP ("Lender"), having offices at 000 Xxxxxxxx Xxxxx Xxxxxx,
Xxxxx X-000, Xxx, Xxx Xxxx 00000, or at such other place as the holder hereof
may from time to time designate in writing, the principal sum of ONE MILLION
FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00), or so much thereof as shall from
time to time be advanced to the Borrower pursuant to the terms and conditions of
the Loan and Security Agreement between the Borrower and Xxxxxx being executed
contemporaneously herewith (as the same may be amended, modified or extended
from time to time, the "Loan Agreement"), together with interest as herein
provided, on the Termination Date or as otherwise provided in the Loan
Agreement. Each capitalized term used herein and not defined shall have the
meaning of such term set forth in the Loan Agreement.
1. All Revolving Loans shall be made in accordance with the terms of the
Loan Agreement, and the date and amount of each Revolving Loan shall be recorded
in separate ledgers maintained by Xxxxxx. All such Revolving Loans, whether or
not so recorded, shall be due as part of this Note.
2. The Borrower shall pay to Lender interest upon the outstanding principal
balance of the Revolving Loans calculated on a daily basis, with each day
representing 1/360th of a year. Interest shall be due and payable to Lender and
paid as provided in the Loan Agreement on the first (1st) Business Day of each
month. Any failure or delay by Lender in presenting statements for interest
shall not discharge or relieve the Borrower of its obligation to make such
interest payments. The interest rate that shall be used to calculate the amount
of interest due each month shall be equal at all times to the Base Rate in
effect from time to time during the period for which interest is being
calculated plus two and one-half (2.50%) percentage points per annum. The rate
of interest applicable hereto shall change as and when the Base Rate changes
without notice to Borrower.
3. To the extent permitted by law, upon the occurrence and during the
continuance of any Event of Default, the rate of interest applicable to the
Revolving Loans shall, at the option of Lender, increase to the Default Rate.
Anything contained herein or in the Loan Agreement to the contrary
notwithstanding, at no time shall the rate of interest applicable hereto exceed
the maximum allowed by law, and any amount paid by Borrower to Lender in excess
of such maximum rate shall be deemed a payment of principal.
4. Any payment received later than 12:00 noon (Eastern Time) on any
Business Day shall be deemed to have been received on the next succeeding
Business Day.
5. Both interest and principal are payable to Lender in lawful money of the
United States of America, in immediately available funds.
6. This Note is subject to and governed by the terms and conditions of the
Loan Agreement, all of which terms and conditions are incorporated herein by
reference with the same force and effect as though set forth herein at length.
All sums due hereunder are secured by the Collateral.
7. Automatically upon the occurrence of an Event of Default described in
Section 10.12 of the Loan Agreement, and at the option of Lender upon the
occurrence of any other Event of Default, the aforesaid principal sum, or so
much thereof as shall then remain unpaid, together with all arrearages of
interest thereon, shall, without notice or demand, become due and payable
immediately, anything hereinbefore contained to the contrary notwithstanding.
Furthermore, Xxxxxx shall thereupon be entitled to exercise all of the remedies
of a secured party at law or in equity, together with the rights and remedies
provided to it under the Loan Agreement.
8. The Borrower shall be liable for all costs, charges and expenses, and
other sums incurred or advanced by Lender (including reasonable legal fees and
disbursements) to preserve the Collateral, collect on the Obligations, protect
Xxxxxx's interest in or realize on the Collateral or enforce Lender's rights
against the Borrower or any Guarantor.
9. The Borrower, and all other parties who at any time may be liable hereon
in any capacity, jointly and severally, waive presentment, demand for payment,
protest and notice of protest, and notice of dishonor of this Note, and
authorize Lender, without notice, to grant any extension, postponement of time
of payment, indulgence or any substitution, exchange or release of Collateral or
any release of any party or Persons primarily or secondarily liable hereunder,
and to accept partial payments on any accounts or instruments and to settle,
compromise or adjust such accounts or instruments.
10. As further security for the performance of the obligations hereunder,
Xxxxxxxx hereby gives Xxxxxx a general lien upon all property and assets
heretofore or hereafter delivered to Lender, and Lender shall have the right of
set-off, in accordance with the terms of the Loan Agreement in addition to any
other rights conferred by statute or operation of law, with respect to any funds
or tangible assets of Borrower that may, at any time, be in the possession of
Lender or under Xxxxxx's custody and control.
11. Lender is hereby authorized to disclose any financial or other
information about the Borrower to any regulatory body or agency having
jurisdiction over the Lender, or to any present, future or prospective
participant or successor in interest in any loan or other financial
accommodation made by Xxxxxx to Borrower. Xxxxxx shall request that each
prospective participant or purchaser maintain the information and documentation
submitted to such person or entity in confidence in accordance with their
customary practices.
12. Lender shall not, by any act, be deemed to have waived any of its
rights or remedies hereunder, unless such waiver is in writing and signed by
Xxxxxx, and then only to the
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extent set forth therein. A waiver as to any one event shall in no way be
construed as continuing or as preventing the waiver or enforcement of such
rights or remedies available to Lender on a subsequent event.
13. The liability of the Borrower shall be absolute and unconditional, and
without regard to the liability of any other party.
14. The provisions herein contained shall bind and inure to the benefit of
the Borrower and Xxxxxx and their respective legal representatives, successors
and assigns (provided, however, that Borrower shall not assign this Note or its
rights or obligations hereunder without first obtaining the written consent of
Xxxxxx). Lender (and each subsequent assignee) may transfer and assign this
Note, and its rights and obligations hereunder and deliver the Collateral to the
assignee, who shall thereupon have all of the rights of Lender; and Lender (and
each such subsequent assignee that in turn assigns as aforesaid) shall then be
relieved and discharged of any responsibility or liability with respect to this
Note and said Collateral.
15. THE BORROWER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ALL
LITIGATION RELATING TO THIS NOTE, THE LOAN AGREEMENT OR OTHER AGREEMENTS OR
INSTRUMENTS BETWEEN BORROWER AND LENDER.
16. For the purposes of this Note, wherever the term "Lender" shall be
used, it shall refer to any subsequent holder, successor or assignee hereof
unless the context requires otherwise.
17. The Borrower agrees that: (i) this Note shall be construed in
accordance with and governed by the laws of the State of New York; (ii) any
suit, action or proceeding to enforce this Note may be commenced in the State
Supreme Court in Westchester County, New York, or any Federal District Court in
the Southern District of New York; and (iii) it generally, irrevocably and
unconditionally submits to and accepts for itself (and its successors and
assigns) the jurisdiction of the aforesaid courts for the purpose of any such
suit, action or proceeding and agrees not to contest the validity of any
judgment rendered thereby in any other jurisdiction. The Borrower further waives
and agrees not to assert, by way of motion as a defense, or otherwise, in any
such suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of the aforesaid courts or is otherwise immune from legal
proceedings, or that any such suit, action or proceeding is brought in an
inconvenient forum, that the venue of any such suit, action or proceeding is
improper, or that the loan documents and/or agreements of the Borrower or the
subject matter hereof may not be enforced by any such court.
SIGNATURES ON NEXT PAGE
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IN WITNESS WHEREOF, the undersigned has caused these presents to be signed
by its proper corporate officers and its proper corporate seal to be hereto
affixed as of the day and year first written above.
ATTEST: DELTA COMPUTEC INC.
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxx XxXxxx
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Name: Xxxx Xxxxxxx Name: Xxxx XxXxxx
Title: Assistant Secretary Title: President
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