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EXHIBIT 10.15
REVOLVING CREDIT NOTE
$12,000,000 Boston, Massachusetts
February 23, 1996
FOR VALUE RECEIVED, MKS INSTRUMENTS, INC., a Massachusetts corporation
having its principal place of business located in Andover, Massachusetts (the
"Borrower"), hereby promises to pay to the order of THE FIRST NATIONAL BANK OF
BOSTON (the "Lender"), in its individual capacity, at the office of THE FIRST
NATIONAL BANK OF BOSTON, as agent for the Lender (the "Agent"), located at 000
Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (or at such other place or places as the
Agent may designate in writing) at the times set forth in the Loan Agreement
dated as of February 23, 1996 among the Borrower, the financial institutions
party thereto (collectively, the "Lenders") and the Agent (the "Agreement" --
all capitalized terms not otherwise defined herein shall have the respective
meanings set forth in the Agreement), in lawful money of the United States of
America, in immediately available funds, the principal amount of TWELVE MILLION
DOLLARS ($12,000,000) or, if less than such principal amount, the aggregate
unpaid principal amount of all Advances made by the Lender to the Borrower
pursuant to the Agreement, on the Revolver Termination Date or such earlier date
as may be required pursuant to the terms of the Agreement, and to pay interest
from the date hereof on the unpaid principal amount hereof, in like money, at
said office, on the dates and at the rates provided in the Agreement. All or any
portion of the principal amount of Advances may be prepaid as provided in the
Agreement.
If payment of all sums due hereunder is accelerated under the terms of
the Agreement or under the terms of the other Loan Documents executed in
connection with the Agreement, the then remaining principal amount and accrued
but unpaid interest shall bear interest, which shall be payable on demand, at
the rate per annum set forth in Section 2.4.2 of the Agreement. Further, in the
event of such acceleration, this Revolving Credit Note shall become immediately
due and payable, without presentation, demand, protest or notice of any kind,
all of which are hereby waived by the Borrower.
In the event this Revolving Credit Note is not paid when due at any
stated or accelerated maturity, the Borrower agrees to pay, in addition to the
principal and interest, all costs of collection, including reasonable attorneys'
fees, and interest thereon at the rates set forth above.
Interest hereunder shall be computed as provided in the Agreement.
This Revolving Credit Note is one of the Revolving Credit Notes in the
aggregate principal amount of $20,000,000 referred to in the Agreement and is
issued pursuant to and entitled to the benefits of the Agreement to which
reference is
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hereby made for a more complete statement of the terms and conditions upon which
the Advances evidenced hereby were or are made and are to be repaid. This
Revolving Credit Note is subject to certain restrictions on transfer or
assignment as provided in the Agreement.
No delay or omission on the part of the Lender in exercising any right
hereunder shall operate as a waiver of such right or of any other right of the
Lender, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion. Every
maker, endorser and guarantor of this Revolving Credit Note or the obligations
represented hereby waives presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance,
default or enforcement of this Revolving Credit Note, assents to any extension
or postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to the addition or release
of any other party or person primarily or secondarily liable.
IN WITNESS WHEREOF, the Borrower has caused this Revolving Credit Note
to be made, executed and delivered by its duly authorized representative under
seal as of the date and year first above written.
MKS INSTRUMENTS, INC.
WITNESS:
/s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxx X. X'Xxxxx
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-------------------------- Name: Xxxxxx X. X'Xxxxx
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Title: Treasurer
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