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EXHIBIT 10.30
DEMAND NOTE
$4,000,000 Portland, Maine
May 28, 1998
FOR VALUE RECEIVED, BRUNSWICK TECHNOLOGIES, INC., a Maine corporation (the
"Maker"), promises to pay to the order of FLEET BANK OF MAINE (the "Bank"), its
successors and assigns, ON DEMAND or, if not earlier demanded, on the Maturity
Date, the principal sum of Four Million Dollars ($4,000,000), or so much hereof
as may be outstanding at the time this obligation becomes due and payable
(whether on the Maturity Date or upon demand, or otherwise).
Maker promises to pay interest (computed on the basis of the actual number
of days elapsed in a 360 day year) on the unpaid principal balance outstanding
from time to time on this Note or any advance hereunder until paid in full
(whether at maturity, by acceleration after demand, or otherwise) at a rate of
interest per annum equal to the Prime Lending Rate then in effect, floating
daily, or, at the election of Maker, at a rate of interest per annum equal to
the LIBOR Rate (namely, LIBOR plus 1.75% per annum) for any LIBOR Interest
Period selected by Maker in accordance with the terms and provisions of the Loan
Agreement of even date by and between the Maker as borrower and the Bank as
lender (as the same may be amended from time to time, the "Loan Agreement"). In
no event shall any LIBOR Interest Period so selected extend beyond the Maturity
Date. In the event Maker has not selected an alternative interest rate option
upon expiration of any applicable fixed rate interest period, the principal
amount hereof shall bear interest at the Prime Lending Rate until an alternative
interest rate option based on the LIBOR Rate is selected by Maker in accordance
with the terms hereof and the Loan Agreement. Interest is due and payable in
arrears on the first day of each month, commencing on the first of such dates
next succeeding the date hereof and continuing thereafter on the first day of
each month until this obligation becomes due and payable (whether upon demand or
otherwise). In any period during which interest is accruing at the Prime Lending
Rate based index, a change in the rate of interest on this Note shall be
effective on the date of any change in the Prime Lending Rate. Capitalized terms
used herein without definition shall have the meanings ascribed to them in the
Loan Agreement.
If the Maker shall fail to make any regular monthly payment on this Note,
and such failure continues for more than ten (10) days, the Maker shall pay to
the Bank or other holder of this Note, as the case may be, on demand by such
holder, an additional amount as premium in an amount equal to five percent (5%)
of the overdue installment amount.
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The holder of this Note also shall have the right to charge interest on the
unpaid principal balance hereof at an interest rate equal to the sum of four
percent (4%) per annum PLUS the rate of interest otherwise payable as provided
herein upon demand and following, and during the continuance of, a Default or
Event of Default under this Note or any of the Loan Documents, but only
following the expiration of any applicable period of grace without a cure having
been effected. The failure by the holder of this Note to collect any such late
charge, or to charge a default rate of interest on one occasion shall not be
deemed a waiver by the holder of this Note of its right to collect late charges
or to collect such charges in any other instance involving a late payment
hereunder, or to charge a default rate of interest at a later date or on another
occasion.
All payments in respect of this Note shall be payable to the Bank at its
offices at Two Portland Square, Portland, Maine, Attention: Corporate Banking
Department, or such other address as the Bank or other holder hereof shall
notify the Maker in writing, in United States Dollars.
This Note is subject to prepayment in whole or in part, without premium or
penalty, except that the parties acknowledge that the Maker may prepay the
principal of any advance which is subject to a LIBOR Pricing Option prior to the
end of the applicable LIBOR Rate Interest Period, only with the permission of
the Bank and in each such case Maker shall pay to the Bank a Prepayment Fee
calculated in the manner set forth in the Loan Agreement.
This Note evidences the loan or loans under and is issued pursuant to the
Loan Agreement, to which reference is made for a complete description of the
rights, obligations, limitations and restrictions of the Maker and the holder of
this Note. The holder of this Note is entitled to the benefit of the Loan
Agreement and the other Loan Documents, but neither this reference to such Loan
Agreement or any of the related Loan Documents, nor any provisions thereof,
shall affect or impair the absolute and unconditional obligation of the Maker to
pay the principal of and interest on this Note when and as the same shall become
due and payable.
Upon the earlier of demand or the Maturity Date, this Note shall become
immediately due and payable without presentment, additional demand, protest or
notice of any kind, all of which are hereby waived, which remedies are in
addition to and not in any respect in limitation of any other rights or remedies
Bank may have under the other Loan Documents or at law or in equity. The Bank
shall not be obligated to make advances under any of the Loan Documents that it
might otherwise be obligated to make thereunder following (a) demand or (b) if,
after giving effect to a Loan hereunder to be made, a Default or Event of
Default (or any event which with notice, the passage of time, or both, would
constitute a Default or Event of Default under the Loan Documents) shall have
occurred and be continuing.
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The Maker and all other parties liable herefor, whether as maker,
principal, guarantor, endorser or otherwise, acknowledge and agree that they are
jointly and severally liable for all amounts due and owing hereunder, hereby
severally waive presentment, demand, protest, notice of dishonor and all notices
and demands of every kind in connection with the delivery, acceptance,
performance and enforcement of this Note, and waive all recourse to suretyship
and guarantorship defenses generally, including, but not limited to, any
extension of time for payment or performance which may be granted to the Maker
or to any other liable party, any impairment of any collateral for the loans
evidenced by this Note, any release of security, and all other indulgences of
any type which may be granted by the holder hereof to the Maker or any other
party liable herefor. Maker shall pay all reasonable costs and expenses,
including without limitation any attorneys' or paralegals' fees and
disbursements that may be incurred by the Bank or any subsequent holder of this
Note in connection with the enforcement or collection of this Note or any
security for this Note.
This Note is subject to the condition that at no time shall the Maker or
any other party liable hereon be obligated or required to pay interest at a rate
which could subject the holder hereof to either civil or criminal liability,
forfeiture or loss of principal, interest, or other sums as a result of being in
excess of the maximum interest rate which obligors are permitted by law to
contract or agree to pay or which the holder hereof is permitted to receive. If
by the terms of this Note the Maker or any other party liable hereon is at any
time required or obligated to pay interest at a rate in excess of such maximum
rate, the rate of interest under the Note shall be deemed to be immediately
reduced to such maximum rate for so long as such maximum rate shall be in effect
and shall thereafter be payable at the rate herein provided. If any obligation
or a portion of this Note is determined to be invalid or unenforceable under
applicable law, it shall not affect the validity or enforcement of the remaining
obligations or portions hereof.
UNDER MAINE LAW, NO PROMISE, CONTRACT OR AGREEMENT TO LEND MONEY, EXTEND
CREDIT, FOREBEAR FROM COLLECTION OF A DEBT OR MAKE ANY OTHER ACCOMMODATION FOR
THE REPAYMENT OF A DEBT FOR MORE THAN $250,000 MAY BE ENFORCED IN COURT AGAINST
A LENDER UNLESS THE PROMISE, CONTRACT OR AGREEMENT IS IN WRITING AND SIGNED BY
THE LENDER. ACCORDINGLY, MAKER CANNOT ENFORCE ANY ORAL PROMISE UNLESS IT IS
CONTAINED IN LOAN DOCUMENTS SIGNED BY THE BANK, NOR CAN ANY CHANGE, FORBEARANCE,
OR OTHER ACCOMMODATION RELATING TO THE OBLIGATIONS, THE NOTE OR ANY OTHER OF THE
LOAN DOCUMENTS BE ENFORCED, UNLESS IT IS IN WRITING AND SIGNED BY THE BANK.
MAKER ALSO UNDERSTANDS AND AGREES THAT ALL FUTURE PROMISES, CONTRACTS OR
AGREEMENTS OF THE BANK RELATING TO ANY OTHER TRANSACTION BETWEEN IT AND THE BANK
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CANNOT BE ENFORCED IN COURT UNLESS THEY ARE IN WRITING AND SIGNED BY THE BANK.
BY EXECUTION OF THIS NOTE, MAKER XXXXXX ACKNOWLEDGES AND AGREES THAT THE
REQUIREMENT OF A WRITING DESCRIBED IN THIS PARAGRAPH SHALL APPLY TO THIS NOTE,
THE OBLIGATIONS, THE LOAN DOCUMENTS, ANY EXTENSION, MODIFICATION, RENEWAL,
FORBEARANCE OR OTHER ACCOMMODATION RELATING HERETO OR THERETO AND TO ANY OTHER
CREDIT RELATIONSHIP BETWEEN MAKER AND THE BANK (WHETHER NOW EXISTING OR CREATED
IN THE FUTURE), WHETHER OR NOT THE AMOUNT INVOLVED EXCEEDS $250,000.
THE BANK AND THE MAKER FURTHER AGREE THAT NEITHER OF THEM NOR ANY ASSIGNEE
OR SUCCESSOR SHALL (A) SEEK A JURY TRIAL IN ANY LAWSUIT OR OTHER PROCEEDING
RELATING TO THIS NOTE, THE OTHER LOAN DOCUMENTS OR ANY DEALINGS OR THE
RELATIONSHIP BETWEEN OR AMONG ANY OF THEM, OR (B) SEEK TO CONSOLIDATE ANY SUCH
ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN
WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK
AND THE MAKER, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER
THE BANK NOR THE MAKER HAS AGREED WITH OR REPRESENTED TO THE OTHER THAT THE
PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.
This Note evidences a loan for business or commercial purposes and not for
personal, family or household uses. This Note shall be construed in all respects
in accordance with and governed by the laws of the State of Maine. Maker submits
to the jurisdiction of the courts of the State of Maine and the United States
District Court for the District of Maine, and agrees that at Bank's option all
litigation under or relating to this Note shall be conducted in such courts.
IN WITNESS WHEREOF this Note has been executed as a sealed instrument and
delivered on the date above written by a duly authorized representative of the
undersigned.
WITNESS: BRUNSWICK TECHNOLOGIES, INC.
By: /s/ Xxxx Xxxxxxx
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Its: Chief Financial Officer
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