Exhibit 99.4
RIDER A
SECURED ACQUISITION TERM NOTE
$__________ ________, 1999/200__
Boston, Massachusetts
For value received, the undersigned jointly and severally promise to pay to
Fleet National Bank ("Bank"), or order, at its office at Xxx Xxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000, or at such other place as may be designated in
writing by the holder hereof, the principal sum of [the principal amount of the
Advance under the Acquisition Line) ($_____________) Dollars in eighty-four (84)
consecutive monthly installments, as follows: [1/84th of the amount of the
Advance] on [The 1st day of the 6th month following the date of the Advance] and
the same amount (except the last installment, which shall be in the amount of
the remaining outstanding principal balance) on the 1st day of each month
thereafter until this note is paid in full. Interest shall be charged on the
said principal sum outstanding at a rate equal to the Adjusted Libor plus two
and three-quarters percent (2.75%) prior to the undersigned achieving
Profitability and Adjusted Libor plus two and one-quarter (2.25%) percent
thereafter as those terms are defined in the undersigneds' Loan Agreement with
the Bank of even date (the "Loan Agreement"), adjusted every month as provided
below. Interest on the aggregate principal balance owing to the Bank at the
close of each day shall be payable monthly in arrears commencing on the 1st day
of the month next succeeding the date hereof, and continuing on the 1st day of
each month thereafter until such principal balance is fully and finally paid.
Notwithstanding the foregoing interest provisions, the undersigned shall have
the benefit of, and be subject to the terms of, that certain ISDA Master Swap
Agreement between the undersigned and the Bank dated April ___, 1999 (the "Swap
Agreement").
The Adjusted Libor shall be calculated on the date hereof, and recalculated
on the numerically corresponding day of each month thereafter, provided that if
such day is not a Banking Day, then the Adjusted Libor shall be recalculated on
the next preceding or the next succeeding day which is a Banking Day as
determined in good faith by the Bank in accordance with the then current bank
practices in the Interbank Market (such date hereinafter referred to as an
"Adjustment Date"). Interest shall be computed on the basis of the actual
number of days elapsed over a year of 360 days. Each Adjusted Libor interest
rate calculated hereunder on an Adjustment Date shall become the applicable
interest rate until the next Adjustment Date.
If this note is not paid in full on the date of maturity or upon the
exercise by the holder of its rights in the event of the undersigned's default,
interest on unpaid balances shall thereafter be payable at an interest rate per
annum equal to four (4%) percent greater than the rate of interest specified
herein.
If the entire amount of any required principal and/or interest is not paid
in full within ten (10) days after the same is due, the undersigned shall pay to
the Bank a late fee equal to four (4%) percent of the required payment. In no
event, however, shall the outstanding principal advances evidenced by this note
bear interest rate in excess of the maximum interest permitted by applicable
law.
In the event of prepayment of this note, whether by acceleration or
otherwise, the undersigned shall pay to Bank any amounts required to compensate
Bank for any additional losses, costs or expenses which it may reasonably incur
as a result of such payment, including, without limitation, any loss, costs or
expenses incurred by reason of the liquidation or redeployment of deposits or
other funds acquired by Bank to fund or maintain the loan evidenced by this
note. The provisions of this paragraph, however, shall be subject in all
respects to the provisions of the Swap Agreement.
At the option of the holder, this note shall become immediately due and
payable without notice or demand upon the occurrence at any time of one or more
Events of Default as defined in the Loan Agreement and the expiration of any
applicable grace period.
Any and all deposits or other sums at any time or times credited by or due
from the holder to, and all securities or other property in possession of the
holder for safekeeping or otherwise and belonging to, any maker, indorser, or
guarantor of this note are and shall be subject to a security interest in favor
of the holder to secure payment of this note and the payment and performance of
any and all other liabilities and obligations, direct or indirect, absolute or
contingent, due or to become due or that may hereafter be contracted, of said
respective maker, indorser, or guarantor to the holder. Upon any of the events
specified above or upon non-payment of this note or any of such liability or
obligation whenever due, and at any time or times thereafter, without any demand
or notice, except to such extent as notice may be required by applicable law,
the holder may sell or dispose of any or all such securities or other property
and may exercise any and all the rights accorded the holder by the Massachusetts
Uniform Commercial Code. Upon the occurrence of an Event of Default under the
Loan Agreement the holder may apply or set off such deposits or other sums at
any time whether or not the liability of the maker, indorser or guarantor is
then due. The provisions of this paragraph are cumulative to, and not exclusive
of, any other rights that the holder has with respect to such deposits, sums,
securities or other property under other agreements or applicable principles of
law. The holder shall have no duty to take steps to preserve rights against
prior parties as to such securities or other property.
Every maker, indorser, and guarantor of this note, or the obligation
represented by this note, waives presentment, demand, notice, protest, and all
other demands or notices in connection with the delivery, acceptance,
indorsement, performance, default, or enforcement of this note, assents to any
and all extensions or postponements of the time of payment or any other
indulgence, to any substitution, exchange, or release of collateral, and/or to
the addition or release of any other party or person primarily or secondarily
liable, and generally waives all suretyship defenses and defenses in the nature
thereof.
The undersigned will pay all reasonable costs and expenses of collection,
including reasonable attorneys' fees, incurred or paid by the holder in
enforcing this note or the obligations hereby evidenced, to the extent permitted
by law.
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No delay or omission of the holder in exercising any right or remedy
hereunder shall constitute a waiver of any such right or remedy. Acceptance by
the holder of any payment after acceleration shall not be deemed a waiver of
such acceleration. A waiver on one occasion shall not operate as a bar to or
waiver of any such right or remedy on any future occasion.
The holder need not enter payments of principal or interest upon this note
but may maintain a record thereof on a separate ledger maintained by the holder.
The word "holder" as used in this note shall mean the payee or indorsee of
this note who is in possession of it or the bearer if this note is at the time
payable to bearer.
THE UNDERSIGNED AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY THAT THE UNDERSIGNED OR THE BANK
MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH
THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS RELATED THERETO. THE UNDERSIGNED
HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT THE BANK WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. THE UNDERSIGNED
ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION.
All capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Loan Agreement. This Note is issued pursuant to the
Loan Agreement, which more explicitly describes the rights and obligations of
the undersigned and the Bank.
All rights and obligations hereunder shall be governed by the law of the
Commonwealth of Massachusetts and this note shall be deemed to be under seal.
Witness: SIGHT RESOURCE CORPORATION
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxxx, President
(As to all)
CAMBRIDGE EYE ASSOCIATES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, President
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XXXXXXX VISION WORLD, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, President
X.X. XXXXX OPTICIANS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, President
EYEGLASS EMPORIUM, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, President
SHAWNEE OPTICAL, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, President
VISION PLAZA CORP.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, President
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THIS NOTE IS SECURED PURSUANT A SECURITY AGREEMENT
(ALL ASSETS) FROM EACH OF THE MAKERS OF THIS NOTE, ALL OF EVEN DATE HEREWITH.
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