EXHIBIT 10.7
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TERM NOTE
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$7,500,000.00 Manchester, New Hampshire October 15, 2003
FOR VALUE RECEIVED, PRESSTEK, INC, a Delaware corporation
having its chief executive offices at 00 Xxxxxxxxx Xxxxx, Xxxxxx, Xxx Xxxxxxxxx
00000 (the "Borrower") HEREBY PROMISES TO PAY to the order of KEYBANK NATIONAL
ASSOCIATION ("Lender"), at the offices of CITIZENS BANK NEW HAMPSHIRE, a
guaranty savings bank chartered under the laws of the State of New Hampshire
(the "Administrative Agent"), at 000 Xxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxxxxx
00000, or at such other place as Administrative Agent may designate from time to
time in writing, in lawful money of the United States of America and in
immediately available funds, the amount of SEVEN MILLION FIVE HUNDRED THOUSAND
DOLLARS ($7,500,000.00). All capitalized terms used but not otherwise defined
herein have the meanings given to them in the Credit Agreement (as hereinafter
defined).
This Term Note is one of the Term Notes issued pursuant to
that certain Credit Agreement dated as of October 15, 2003, by and among the
Borrower, Lasertel Inc., as Guarantor, Administrative Agent, Lender and the
other Persons signatory thereto from time to time as Lenders (including all
annexes, exhibits and schedules thereto and as from time to time amended,
restated, supplemented or otherwise modified, the "Credit Agreement"), and is
entitled to the benefit and security of the Credit Agreement, the Collateral
Documents, and all of the other Loan Documents referred to therein. Reference is
hereby made to the Credit Agreement for a statement of all of the terms and
conditions under which the Loans evidenced hereby are made and are to be repaid.
The principal balance of the Term Loan, the rates of interest applicable thereto
and the date and amount of each payment made on account of the principal
thereof, shall be recorded by Administrative Agent on its books; provided that
the failure of Administrative Agent to make any such recordation shall not
affect the obligations of the Borrower to make a payment when due of any amount
owing under the Credit Agreement or this Term Note.
The principal amount of the indebtedness evidenced hereby
shall be payable in the amounts and on the dates specified in the Credit
Agreement.
Interest on the principal amount of the indebtedness evidenced
hereby shall be paid until such principal amount is paid in full at such
interest rates and at such times, and pursuant to such calculations, as are
specified in the Credit Agreement. The terms of the Credit Agreement are hereby
incorporated herein by reference.
If any payment on this Term Note becomes due and payable on a
day other than a Business Day, the maturity thereof shall be extended to the
next succeeding Business Day and, with respect to payments of principal,
interest thereon shall be payable at the then applicable rate during such
extension.
Upon and after the occurrence of any Event of Default, this
Term Note may, as provided in the Credit Agreement, and without demand, notice
or legal process of any kind, be declared, and immediately shall become, due and
payable.
Time is of the essence of this Term Note. Demand, presentment,
protest and notice of nonpayment and protest are hereby waived by the Borrower.
Except as provided in the Credit Agreement, this Term Note may
not be assigned by Lender to any Person.
Upon receipt of an affidavit of an officer of Xxxxxx as to the
loss, theft, destruction or mutilation of the Note or any other security
document which is not of public record, and, in the case of any such loss,
theft, destruction or mutilation, upon cancellation of such Note or other
security document, Borrower will issue, in lieu thereof, a replacement note or
other security document in the same principal amount thereof and otherwise of
like tenor.
THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW HAMPSHIRE APPLICABLE TO CONTRACTS
MADE AND PERFORMED IN THAT STATE.
IN WITNESS WHEREOF, the Borrower has executed and delivered
this Term Note as of the date first set forth above.
BORROWER:
PRESSTEK, INC.
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxx
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Witness Xxxxx X. Xxxxx, Vice President -
Finance/Chief Financial Officer
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