AMENDED AND RESTATED LINE OF CREDIT
1. CREDIT AGREEMENT - This Note evidences the obligations for loans made to
XXXXXXXXX.XXX Corp. (the "Corporation") by Xxxxx Xxxxxx. The Corporation agrees
to repay to Xxxxx Xxxxxx the loans and the interest thereon and other charges as
provided in this Note. The aggregate amount of loans the corporation may request
under this Note that may be outstanding at any one time is not to exceed
$1,000,000.00 (the "Credit Limit") . Subject to the terms hereof, the
Corporation may borrow, prepay and reborrow after the date of this Note on the
close of business on January 1, 2006, or the termination of this Note, whichever
is earlier. As used in this Section, close of business shall mean 3:00 P.M.
Boston EST or EDT, as the case may be.
2. USE OF LOAN PROCEEDS - The Corporation may use the loans for any purpose.
3. METHOD OF BORROWING - Borrowings under this Note shall be made by written
request to Xxxxx Xxxxxx to advance funds to the Corporation.
4. AMOUNT OF BORROWING - Xxxxx Xxxxxx has agreed to advance funds to the
Corporation by deposit to the Corporation's checking account. The amount of the
advance may be in any amount up to the Credit Limit. Each Borrowing under this
Note may be in any amount remaining up to the available Credit Limit. Provided,
however, the minimum credit advance is $5,000.00.
5. FINANCE CHARGE - The Corporation agrees to pay a finance charge on the unpaid
loans made by Xxxxx Xxxxxx at the annual rate of nine (9%) percent.
6. PAYMENT PROMISE - Until January 1, 2006 or an earlier termination of the
right to borrow under this Note, the Corporation agrees to pay a minimum payment
on the loan by the due date shown on the monthly billing statement. The minimum
monthly payment will be .5% of the outstanding principal balance at the close of
the monthly billing. After January 1, 2006, the outstanding principal balance
plus the finance charge that accrued thereon shall be due and payable.
If Xxxxx Xxxxxx or his successor, has not received the full amount of any
payment within fifteen (15) calendar days after the date it is due, the
Corporation must pay a late charge equal to Five (5%) percent of the overdue
payment of principal and interest.
7. PREPAYMENTS - The Corporation may prepay any loans, in whole or in part, at
any time or from time to time, without penalty or premium.
8. SUBORDINATION - Xx. Xxxxxx agrees that the payment of the principal of and
interest on this Note is hereby expressly subordinated to the prior payment of
the principal of and interest on all existing future obligations ("Senior
Indebtedness") of the Maker for any money borrowed from any third party (the
"Lenders"). Xx. Xxxxxx agrees to execute from time to time one or more
subordination agreements in such forms as may be requested by the Lenders to
evidence the subordination of the amounts due under this Note to Senior
Indebtedness.
9. APPLICATION OF PAYMENTS - Each payment received by Xxxxx Xxxxxx will first be
applied to any unpaid fees or expenses, then to any finance charges due, then to
outstanding principal, and finally to finance charges accrued but not yet due.
10. CONDITIONS OF EACH LOAN
(a) The obligation of Xxxxx Xxxxxx to make each loan under this Note is
subject to the following conditions precedent:
(i) This Note shall have been executed by the Corporation and
delivered to him and shall be in full force and effect;
(ii) All documents and legal matters incident to the transaction
hereby contemplated shall be satisfactorily executed and
delivered.
(b) In addition, Xxxxx Xxxxxx can refuse to make additional extensions
of credit or reduce the Corporation's Credit Limit if:
(i) He reasonably believes the Corporation will not be able to
meet the repayment requirements due to a material change in
its financial circumstances;
(ii) The Corporation is in default of a material obligation in this
Note;
(iii) Government action prevents Xxxxx Xxxxxx from imposing the
annual percentage rate as provided.
(iv) A regulatory agency has notified the Corporation or Xxxxx
Xxxxxx that continued advances would constitute an unsafe and
unsound practice;
(v) An Event of Default has occurred.
11. DEFAULTS - The occurrence of any of the following events shall constitute an
Event of Default under this Note.
(i) The Corporation has not met the repayment terms of the Note.
12. REMEDIES - Upon any Event of Default, Xxxxx Xxxxxx may exercise any or all
of the following remedies without notice:
(a) declare this revolving credit commitment to be terminated, whereupon
he shall no longer have any obligation to make the loans hereunder,
and
(b) declare any and all indebtedness forthwith due and payable without
presentment, demand, notice or protest, and
13. LENDER'S EXPENSES - The Corporation shall reimburse Xxxxx Xxxxxx for the
out-of-pocket expenses, including reasonable attorney's fees, incurred by him in
connection with the
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preparation of this Note and the making of the loans, as stated below, and any
additional expenses, including reasonable attorney's fees, in connection with
the collection of the loans.
14. TERMINATION - The Corporation's right to borrow under this Note will
terminate automatically on January 1, 2006, or may terminate earlier as provided
in this Note. If the Corporation's right to borrow is terminated, it must still
pay the amount owed under the terms of this Note.
15. MISCELLANEOUS
(a) Any signatory to this Note or endorser of it waives certain rights.
Those rights are the right to require a demand for payment of
amounts due (known as "presentment") and the right to require notice
that amounts due have not been paid (known as "notice of dishonor").
(b) Notices required to be given under this Note will be deemed to have
been sufficiently given or served for all purposes when sent by
United States mail to the Corporation's address in the records of
Xxxxx Xxxxxx and if to Xxxxx Xxxxxx at his address at 0000 Xxxxxx
Xxxxxx, Xxxxxxxxx, XX 00000.
(c) Any guarantor, surety, or endorser of this Note is also obligated to
pay the full amount owed and to keep all the promises made in this
Note.
(d) No delay or failure to exercise any of Xxxxx Xxxxxx'x rights under
this Note will operate as a waiver of any present or future default
or prevent him from enforcing any requirement of this Note later.
(e) This Note and the Corporation's rights, privileges and obligations
hereunder may not be assigned to or assumed by any entity or person
without the written consent of Xxxxx Xxxxxx which he may choose to
withhold in his sole discretion. Any entity or person who is
permitted by him to take over the rights and obligations under this
Note will have all of the rights and must keep all of the promises
made under this Note.
(f) Questions about this Note will be decided by Massachusetts and
applicable federal law. If any term of this Note conflicts with
applicable law, that term will be deemed to be modified to comply
with the law and the validity of this Note shall not be affected.
Agreed to and executed as a sealed instrument on this 21 day of
December, 2000.
Borrower
XXXXXXXXX.XXX Corp.
/s/ Xxxxx Xxxxxxxx By: /s/ Xxxxx Xxxxxx
----------------------------- -------------------------------
Witness
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Lender Xxxxx Xxxxxx
/s/ Xxxxx Xxxxxxxx By: /s/ Xxxxx Xxxxxx
----------------------------- -------------------------------
Witness Xxxxx Xxxxxx, President
XXXXXXXXX.XXX
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