REVOLVING CREDIT NOTE
Exhibit 10.34
| $35,000,000.00 | February 17, 2010 | |
This Revolving Credit Note (this “Revolving Credit Note”) is executed and delivered pursuant
to the terms of that certain Credit Agreement dated as of February 17, 2010 (together with all
extensions, renewals, amendments, modifications, supplements, substitutions or replacements the
“Credit Agreement”) by and between ULTRALIFE CORPORATION, a Delaware corporation (“Ultralife”),
XxXXXXXX RESEARCH CO., INC., a Delaware corporation (“XxXxxxxx”), REDBLACK COMMUNICATIONS, INC., a
Maryland corporation (“RedBlack Communications”), and STATIONARY POWER SERVICES, INC., a Florida
corporation (“Stationary Power Services”, and together with Ultralife, XxXxxxxx and RedBlack
Communications, each individually a “Borrower” and collectively, the “Borrowers”), and RBS BUSINESS
CAPITAL, a division of RBS Asset Finance, Inc., a New York corporation (the “Lender”).
FOR VALUE RECEIVED, the Borrowers hereby promise to pay to the Lender, on February 17, 2013,
the lesser of (i) the principal sum of THIRTY FIVE MILLION DOLLARS ($35,000,000.00) or (ii) the
aggregate unpaid principal amount of all Revolving Credit Loans made by the Lender to the Borrowers
pursuant to the Credit Agreement. The Borrowers further promise to pay to the order of the Lender
interest on the unpaid principal amount of this Revolving Credit Note from time to time outstanding
at the rate or rates per annum determined pursuant to, or otherwise provided in, the Credit
Agreement and with such amounts being payable on the dates set forth, or as otherwise provided in,
the Credit Agreement.
All payments and prepayments to be made in respect of principal, interest or other amounts due
from the Borrowers under this Revolving Credit Note shall be payable at 12:00 noon, New York time,
on the day when due. Such payments shall be made to the Lender at its office located at 525
Xxxxxxx Penn Place, Mailstop 153-2470, Xxxxxxxxxx, XX 00000, or at such other place as Lender may
designate in writing to the Administrative Borrower, in lawful money of the United States of
America in immediately available funds without setoff, counterclaim or other deduction of any
nature. The Borrowers expressly waive presentment, demand, notice, protest and all other demands
and notices in connection with the delivery, acceptance, performance, default or enforcement of
this Note.
If any payment of principal or interest under this Revolving Credit Note becomes due on a day
which is a Saturday, Sunday or other day on which lending institutions are authorized or obligated
to close in Pittsburgh, Pennsylvania, such payment will be made on the next following business day
on which the Lender is open for business and such extension of time will be included in computing
interest in connection with such payment.
This Revolving Credit Note is the “Revolving Credit Note” referred to in, and is entitled to
the benefits of, the Credit Agreement. This Revolving Credit Note is secured by, and is entitled to
the benefits of, certain other Loan Documents. Capitalized terms used in this Revolving Credit
Note which are defined in the Credit Agreement have the meanings assigned to them in the Credit
Agreement unless otherwise expressly defined in this Revolving Credit Note.
This Revolving Credit Note is governed by, and will be construed and enforced in accordance
with, the laws of the State of New York without regard to principles of conflicts of law in the
State of New York. The Borrower consents to the exclusive jurisdiction and venue of the Federal
and State courts located in Erie County, New York with respect to any suit arising out of or
relating to this Revolving Credit Note.
IN WITNESS WHEREOF, and intending to be legally bound, the Borrower has executed, issued and
delivered this Revolving Credit Note as of the day and year first above written.
| ATTEST: | ULTRALIFE CORPORATION | |||||||
/s/ Xxxxx X. Xxxxxxxxx
|
By: | /s/ Xxxxxx X. Xxxx
|
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[CORPORATE SEAL] |
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| ATTEST: | XxXXXXXX RESEARCH CO., INC. | |||||||
/s/ Xxxxx X. Xxxxxxxxx
|
By: | /s/ Xxxxxx X. Xxxx
|
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[CORPORATE SEAL] |
||||||||
| ATTEST: | REDBLACK COMMUNICATIONS, INC. | |||||||
/s/ Xxxxx X. Xxxxxxxxx
|
By: | /s/ Xxxxxx X. Xxxx
|
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[CORPORATE SEAL] |
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| ATTEST: | STATIONARY POWER SERVICES, INC. | |||||||
/s/ Xxxxx X. Xxxxxxxxx
|
By: | /s/ Xxxxxx X. Xxxx
|
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[CORPORATE SEAL] |
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