EXHIBIT 10.3
TERM LOAN A NOTE
$9,000,000 March 20, 2002
FOR VALUE RECEIVED and intending to be legally bound, the undersigned,
BLONDER TONGUE LABORATORIES, Inc., a Delaware corporation (the "Borrower"),
promises to pay, in lawful money of the United States of America, to the order
of COMMERCE BANK, N.A. ("Lender"), at 0000 Xxxxx 00 Xxxx, Xxxxxx Xxxx, Xxx
Xxxxxx 00000, the original principal sum of Nine Million Dollars ($9,000,000)
under the Term Loan A established pursuant to the provisions of that certain
Loan and Security Agreement, of even date herewith, by and between Borrower and
Lender (as it may be supplemented, restated, superseded, amended or replaced
from time to time, the "Loan Agreement"). All capitalized terms used herein
without further definition shall have the respective meanings ascribed thereto
in the Loan Agreement.
The principal balance of the Term Loan A shall be paid in accordance with
the terms of the Loan Agreement. Xxxxxxxx further agrees to pay interest on the
outstanding principal balance hereunder from time to time at the per annum rates
set forth in the Loan Agreement. Interest shall be calculated on the basis of a
year of 360 days but charged for the actual number of days elapsed, and shall be
due and payable as set forth in the Loan Agreement.
This Term Loan A Note is that certain Term Loan A Note referred to in the
Loan Agreement.
If an Event of Default occurs and is continuing under the Loan Agreement,
the unpaid principal balance of this Term Loan A Note along with all accrued and
unpaid interest and unpaid Expenses shall become, or may be declared,
immediately due and payable as provided in the Loan Agreement. The obligations
evidenced by this Term Loan A Note are secured by the Collateral.
This Term Loan A Note may be prepaid only in accordance with the terms and
conditions of the Loan Agreement.
Borrower hereby waives protest, demand, notice of nonpayment and all other
notices in connection with the delivery, acceptance, performance or enforcement
of this Term Loan A Note.
This Term Loan A Note shall be governed by and construed in accordance with
the substantive laws of the jurisdiction set forth in Section 9.1 of the Loan
Agreement. The provisions of this Term Loan A Note are to be deemed severable
and the invalidity or unenforceability of any provision shall not affect or
impair the remaining provisions of this Term Loan A Note which shall continue in
full force and effect. No modification hereof shall be binding or enforceable
against Lender unless approved in writing by Xxxxxx.
BORROWER (AND LENDER BY ITS ACCEPTANCE HEREOF) HEREBY WAIVES ANY AND ALL
RIGHTS IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION, PROCEEDING
OR COUNTERCLAIM ARISING WITH RESPECT TO RIGHTS AND OBLIGATIONS OF THE PARTIES
HERETO OR UNDER THE LOAN DOCUMENTS OR WITH RESPECT TO ANY CLAIMS ARISING OUT OF
ANY DISCUSSIONS, NEGOTIATIONS OR COMMUNICATIONS
INVOLVING OR RELATED TO ANY PROPOSED RENEWAL EXTENSION, AMENDMENT, MODIFICATION,
RESTRUCTURE, FORBEARANCE, WORKOUT, OR ENFORCEMENT OF THE TRANSACTIONS
CONTEMPLATED BY THE LOAN DOCUMENTS.
IN WITNESS WHEREOF, and intending to be legally bound hereby, Xxxxxxxx has
executed these presents the day and year first above written.
BLONDER TONGUE LABORATORIES, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President and CEO
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