Exhibit 10.7
TERM NOTE
January 13, 2000
$1,200,000.00 Worcester, Massachusetts
FOR VALUE RECEIVED, INTRINSIX CORP., a Massachusetts corporation having
its principal place of business at 00 Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxxxxxx
00000 (the "Borrower") promises to pay to BANKBOSTON, N.A., a national bank
having an office at 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 01608 (the
"Lender"), or order, at the Lender's place of business, the principal sum of ONE
MILLION TWO HUNDRED THOUSAND AND 00/100 DOLLARS ($1,200,000.00), in lawful money
of the United States of America in immediately available funds, with interest on
the unpaid balance hereof at the rates and in the manner hereafter provided.
The unpaid principal of this Note from time to time outstanding shall bear
interest, payable monthly in arrears, computed on the basis of the actual number
of days elapsed over a year assumed to have 360 days, at a fluctuating annual
rate equal to the "Base Rate" plus one- half percent (.50%). "Base Rate" means
the annual rate of interest announced from time to time by the Lender at its
head office as its Base Rate. Any change in the interest rate will become
effective without notice simultaneously with each change by the Lender in its
Base Rate. The Base Rate is a reference rate established by the Lender and does
not necessarily represent the lowest or best rate being charged to any customer.
Interest shall be payable monthly in arrears. The Borrower agrees to pay
principal in equal installments of $25,000.00 each plus accrued interest
beginning on February 15, 2000 and continuing on the same day of each month
thereafter. If not sooner paid, the Borrower agrees to pay the unpaid principal
and interest on January 15, 2004.
Commencing forty-five (45) days after the quarterly accounting period
ending on March 31, 2000 and forty-five (45) days after each quarterly
accounting period thereafter (June 30, September 30, December 31 and March 31 of
each year) the Borrower shall pay to the Lender an amount equal to ten percent
(10%) of each dollar of any Excess Cash Flow (as defined in the Agreement).
To the extent that any payment is due on a day which is not a Business
Day, an adjustment will be made in accordance with the Modified Following
Business Day Convention so that the due date will be the first following
Business Day. A "Business Day" means a day on which commercial banks settle
payments in New York.
This Note is issued pursuant to that certain Loan and Security Agreement
between the Borrower and the Lender of even date (the "Agreement") and is
subject to all of the terms and conditions contained in the Agreement. A default
or an Event of Default under the Agreement shall also constitute an Event of
Default hereunder. At its option, and at any time, after an Event of Default has
occurred under the Agreement or this Note, the Lender may declare all
obligations of the Borrower to the Lender, including without limitation all
amounts hereunder, due and payable as provided herein without further action of
any kind, including without notice, demand or presentment.
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While no Event of Default exists each payment under this Note will be
applied first to interest then due and then to principal. When an Event of
Default exists any payments will be applied to interest and/or principal as
determined by the Lender in its discretion. The Borrower may, at any time and
without penalty, prepay any part or all of the unpaid principal balance of this
Note in multiples of $1,000.00 unless this Note is being paid in full.
Each payment made hereunder shall be applied first to interest then due on
the unpaid balance of principal and then to principal. If the entire amount of
any required principal and/or interest payment is not paid in full within ten
(10) days after the same is due, the Borrower shall pay to the Lender a late fee
equal to five percent (5.00%) of the required payment, excluding sums due after
demand or upon acceleration.
Upon default, after demand, after maturity, after judgment has been
rendered on this Note, or upon the occurrence of an Event of Default, the unpaid
principal of all advances shall, at the option of the Lender, bear interest at a
rate which is four (4) percentage points per annum greater than that which would
otherwise be applicable.
Any deposits or other sums at any time credited by or due from the Lender
to the Borrower, any endorser or guarantor hereof, may at all times be held and
treated as collateral for the payment of this Note and any and all other
liabilities (direct or indirect, absolute or contingent, sole, joint or several,
secured or unsecured, due or to become due, now existing or hereafter arising)
of any such maker to the holder. The Lender may apply or set-off such deposits
or other sums against such liabilities at any time.
The Borrower and any guarantor hereby grant to the Lender, a lien,
security interest and right of setoff as security for this Note, upon and
against all deposits, credits, collateral and property, now or hereafter in the
possession, custody, safekeeping or control of the Lender. At any time, without
demand or notice, the Lender may set off the same or any part thereof and apply
the same to any of the Obligations (as defined in the Agreement), even though
unmatured and regardless of the adequacy of any other collateral securing the
Obligations. ANY AND ALL RIGHTS TO REQUIRE THE LENDER TO EXERCISE ITS RIGHTS OR
REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS,
PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS
OR OTHER PROPERTY OF THE BORROWER AND ANY GUARANTOR, ARE HEREBY KNOWINGLY,
VOLUNTARILY AND IRREVOCABLY WAIVED.
The Borrower, guarantors, endorsers or other persons now or hereafter
liable for the payment of any of the indebtedness evidenced by this Note,
severally agree, by making, guaranteeing or endorsing this Note or by making any
agreement to pay any of the indebtedness evidenced by this Note, to waive
presentment for payment, protest and demand, notice of protest, demand and of
dishonor and nonpayment of this Note, and consent, on one or more occasions,
without notice of further assent (a) to the substitution, exchange or release of
the collateral securing this Note or any part thereof at any time, (b) to the
acceptance or release by the holder or holders hereof at any time of any
additional collateral or security for or other guarantors of this Note, (c) to
the modification or amendment, at any time and from time to time, of this Note,
the Agreement or any instrument securing this Note at the request of any person
liable thereon, (d) to the granting by the holder hereof of any extension of the
time for payment of this Note or
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for the performance of the agreements, covenants and conditions contained in
this Note, the Agreement or any other instrument securing this Note, at the
request of any person liable thereon, and (e) to any and all forbearances and
indulgences whatsoever. Such consent shall not alter or diminish the liability
of any person.
The Borrower agrees to pay all reasonable expenses or costs, including
attorneys' fees and costs of collection, which may be incurred by the holder
hereof in connection with the enforcement of any obligations hereunder or
representation with respect to bankruptcy or insolvency proceedings.
Upon receipt of an affidavit of any officer of the Lender as to the loss,
theft, destruction or mutilation of this 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 this Note or other security
document, the Borrower will issue, in lieu thereof, a replacement note or other
security document in the same principal amount thereof and otherwise of like
tenor.
The Lender may at any time pledge or assign all or any portion of the
Lender's rights under this Note and the other loan documents to a Federal
Reserve Bank, provided, however, that no such pledge or assignment shall release
the Lender from the Lender's obligations hereunder or any other loan document.
The obligations of the Borrower hereunder are secured by all assets of the
Borrower as set forth in the Agreement.
THE LENDER (BY ITS ACCEPTANCE HEREOF) AND THE BORROWER AGREE THAT THEY,
INCLUDING ANY ASSIGNEE OR SUCCESSOR OF THEM, SHALL NOT SEEK A JURY TRIAL IN ANY
LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON,
OR ARISING OUT OF, THIS NOTE, ANY RELATED INSTRUMENTS, ANY COLLATERAL OR THE
DEALINGS OR THE RELATIONSHIP BETWEEN THEM. THE LENDER AND THE BORROWER SHALL NOT
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 LENDER AND THE BORROWER AND THESE PROVISIONS SHALL BE
SUBJECT TO NO EXCEPTIONS. THE LENDER AND THE BORROWER AGREE THAT THE PROVISIONS
OF THIS PARAGRAPH WILL BE FULLY ENFORCED IN ALL INSTANCES.
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Executed as a sealed instrument as of the 13th day of January, 2000.
INTRINSIX CORP.
/s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxx Xxxxx
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Witness Xxxxx Xxxxx, President
/s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxx Xxxxx
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Witness Xxxxx Xxxxx, Treasurer
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