REVOLVING NOTE
$3,500,000.00 September 21, 2001
FOR VALUE RECEIVED, the undersigned, each a corporation with
its principal executive office and place of business at 000 Xxxxxxxxxx Xxxx,
Xxxxxxxx, XX 00000 (jointly and severally, "Borrower"), promise to pay to the
order of KELTIC FINANCIAL PARTNERS, LP ("Lender"), at 000 Xxxxxxxx Xxxxx Xxxxxx,
Xxxxx X-000, Xxx, Xxx Xxxx 00000 or at such other place as Lender may from time
to time in writing designate, the principal sum of each Revolving Advance made
by Lender to Borrower under that certain Loan and Security Agreement dated of
even date herewith between Borrower and Lender ("Loan Agreement"). The aggregate
unpaid principal balance hereof shall not exceed at any time the sum of THREE
MILLION FIVE HUNDRED THOUSAND DOLLARS and 00/100 ($3,500,000.00). Capitalized
terms used herein but not otherwise defined shall have the meanings set forth in
the Loan Agreement. The entire unpaid principal balance hereof, together with
the accrued interest thereon and accrued late charges, if any, and all other
sums due hereunder shall be due and payable on the Termination Date.
Xxxxxxxx also promises to pay interest to Lender monthly, in
arrears, on the first day of each month commencing on October 1, 2001 on the
average daily unpaid principal balance of this Note at the rate set forth in
Section 3.1 of the Loan Agreement.
This is the "Revolving Note" referred to in the Loan and
Security Agreement between the Borrower and Lender, dated of even date herewith,
as the same may be amended or supplemented from time to time ("Loan Agreement"),
and is entitled to the benefit of all of the terms and conditions and the
security of all of the security interests and liens granted by Borrower or any
other person to Lender pursuant to the Loan Agreement or any other Loan Document
including, without limitation, provisions regarding mandatory and optional
prepayment rights and premiums. Upon the occurrence of any Event of Default
(after giving effect to any applicable grace period), the entire unpaid
principal amount owed Lender hereunder shall, upon demand therefor, become
immediately due and payable at the option of the holder hereof without further
notice or demand.
Whenever any payment to be made under this Note shall be stated to be
due on a day other than a Banking Day, such payment shall be made on the next
succeeding Banking Day, and such extension of time shall be included in the
computation of any interest then due and payable hereunder.
The undersigned and all other parties who, at any time, may be liable
hereon in any capacity waive presentment, demand for payment, protest and notice
of dishonor of this Note. This Note may not be changed orally, but only by an
agreement in writing which is signed by the
holder and the party or parties against whom enforcement of any waiver, change,
modification or discharge is sought.
The obligations of each of the undersigned under this Note are joint
and several.
IN WITNESS WHEREOF, the undersigned has executed this Note the
day and year first above written.
AFP IMAGING CORPORATION
By
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(Title)
VISIPLEX INSTRUMENTS CORPORATION
By
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(Title)
DENT-X INTERNATIONAL, INC.
By
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(Title)
LOGETRONICS CORPORATION
By
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(Title)
REGAM MEDICAL SYSTEMS INTERNATIONAL
AB
By
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(Title)
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