EXHIBIT 10.8
MASTER LOAN DOCUMENTS MODIFICATION AGREEMENT
This MASTER LOAN DOCUMENTS MODIFICATION AGREEMENT (the "Agreement") dated
as of the 12th day of November, 2003, is by and between SOUTHTRUST BANK, an
Alabama banking corporation (the "Bank") and TECHNOLOGY RESEARCH CORPORATION
and TECHNOLOGY RESEARCH CORPORATION / HONDURAS , X.X.XX C.V. (the "Borrowers").
RECITALS:
A. The Bank and the Borrowers are party to a Business Loan Agreement
dated as of November 12, 2002 (the "Loan Agreement") pursuant to which the Bank
has made a revolving line of credit available to Borrowers in the principal
amount of up to $3,000,000.00 outstanding at any time.
B. Borrowers' obligation to repay advances made by the Bank pursuant to
the Loan Agreement is evidenced by a Revolving Loan Note dated as of December
14, 1999, as amended by a Change in Terms Agreement dated as of August 31,
2000, a Change in Terms Agreement dated as of December 24, 2001 and a Change in
Terms Agreement dated as of November 12, 2002 (collectively, the "Note"). The
Bank is the owner and holder of the Note.
C. Borrowers' obligations under the Loan Agreement and the Note are
secured by a Commercial Security Agreement (the "Security Agreement") dated as
of November 12, 2002, and by a security interest in favor of the Bank, as
secured party, in the collateral described in the Security Agreement.
D. The Loan Agreement, the Note, the Security Agreement and all loan
agreements, financing statements and documents executed in connection with the
transactions contemplated thereby are referred to collectively herein as the
"Loan Documents".
E. The Borrowers have requested the Bank to renew and extend the maturity
date of the revolving loan evidenced by the Loan Documents and the Bank is
willing to do so as provided in this Agreement;
NOW, THEREFORE, in consideration of the premises, and of the mutual
promises hereafter set forth, and the sum of Ten Dollars ($10.00) paid each to
the other, the receipt and sufficiency of which as consideration is hereby
acknowledged, the parties agree as follows:
1. THE RECITALS. The parties acknowledge and agree that the facts stated
in the recitals above are true and correct and the parties incorporate such
recitals in this Agreement as a part thereof for all purposes.
2. THE NOTE. The Bank agrees to renew the revolving loan made available
to Borrowers pursuant to the Loan Agreement and evidenced by the Note and to
extend the maturity date thereof as provided in a 2003 Renewal Note of Borrower
of even date with this Agreement payable by Borrower to the Bank in the
principal amount of up to $3,000,000.00 outstanding at any time (the "2003
Renewal Note") in the form attached hereto as Exhibit "A". The principal
outstanding under the 2003 Renewal Note shall accrue interest and Borrower
shall make payments of principal and interest to the Bank in the manner and at
the times provided in the 2003 Renewal Note. Borrower shall execute and
deliver the 2003 Renewal Note to the Bank concurrently with the execution and
delivery of this Agreement. The 2003 Renewal Note shall be deemed to have
amended, restated, replaced and superceded the Note. The loan evidenced by the
Note, as renewed and evidenced by the 2003 Renewal Note, shall continue to be
secured by the Security Agreement.
3. THE LOAN AGREEMENT. The Loan Agreement is hereby amended to add the
following provisions:
Facility Fee. The Borrowers shall pay to the Bank on the first
Business Day of January, 2004, and on the first Business Day of each January,
April, July and October thereafter, and on the Maturity Date (as defined in the
2003 Renewal Note), in arrears, a fee calculated on a daily basis equal to
twelve and one half basis points (.125%) per annum on the daily unused portion
of the revolving loan remaining undisbursed from time to time.
Minimum Tangible Net Worth. The Borrowers shall maintain, on a
consolidated basis, a Tangible Net Worth (as defined by GAAP) of not less than
$8,500,000.00, measured quarterly.
Fixed Charge Coverage Ratio. The Borrowers shall maintain, on a
consolidated basis, a minimum Fixed Charge Coverage Ratio of 1.5 to 1.0,
measured quarterly on a rolling 4 quarters basis. For purposes hereof, the term
"Fixed Charge Coverage Ratio" means (After-Tax Income + Total Depreciation &
Amortization + Total Lease Expense + Interest Expense) divided by (Total Lease
Expense + Interest Expense + Capitalized Interest + Current Maturities of Long
Term Debt).
Minimum Working Capital. The Borrowers shall maintain, on a
consolidated basis, minimum Working Capital (as defined by GAAP) of
$7,000,000.00, measured quarterly.
Compliance Certificates. The Affirmative Covenant relating to
compliance certificates is hereby amended to read as follows:
"Unless waived in writing by Lender, provide Lender at least
quarterly within 45 days of the end of each fiscal quarter of
Borrower, with a certificate executed by Borrower's chief
financial officer, or other officer or person acceptable to
Lender, certifying that the representations and warranties
set forth in this Agreement are true and correct as of the
date of the certificate and further certifying that, as of
the date of the certificate, no Event of Default exists under
this Agreement."
Financial Reporting. Borrower shall provide to Lender:
(1) Quarterly Financial Statements. As soon as available and in any event
within forty five (45) days after the end of each of the first three quarters
of each fiscal year of the Borrower, consolidating and consolidated statements
of income of the Borrower and balance sheets for the period commencing at the
end of the previous fiscal year, if any, and ending with the end of such month,
and a statement of change in cash flow of the Borrower for the portion of the
fiscal year ended with the last day of such month, all in reasonable detail on
a combined basis and stating in comparative form the respective figures for the
corresponding date and period in the previous fiscal year, if any, and all
prepared in accordance with GAAP consistently applied (except for footnotes)
and certified by the chief financial officer of the Borrower (subject to year-
end adjustments);
(2) Annual Audited Financial Statements. As soon as available and in any
event within one hundred twenty (120) days after the end of each fiscal year of
the Borrower, audited consolidating and consolidated financial statements
prepared by an independent certified public accountant acceptable to the Bank
on a combined basis including, without limitation, a balance sheet of the
Borrower as of the end of such fiscal year and a statement of income and
retained earnings of the Borrower for such fiscal year, and a statement of
change in cash flow, all in reasonable detail and stating in comparative form
the respective figures for the corresponding date and period in the prior
fiscal year, if any, and all prepared by an independent certified public
accountant acceptable to the Bank in accordance with GAAP consistently applied
and certified by the chief financial officer of the Borrower;
(3) Inventory and Receivables Agings. As soon as available and in any event
within forty five (45) days after the end of each fiscal quarter of each fiscal
year of the Borrower, inventory and accounts receivable agings prepared in
accordance with GAAP consistently applied and certified by the chief financial
officer of the Borrower.
Prohibition Against Indebtedness. Borrower shall not, without the prior
written consent of the Lender which may be granted or withheld in its sole and
absolute discretion, create or incur any additional indebtedness, whether
direct or contingent liability of Borrower, except indebtedness owed to the
Lender.
Integration of Change in Terms Agreement. The terms and provisions of the
Change in Terms Agreement dated as of November 12, 2002 not expressly modified
by this Agreement or by the 2003 Renewal Note are incorporated herein by
reference as a part of the Loan Agreement.
"GAAP" means, for purposes of this Agreement, generally accepted accounting
principles in the United States, consistently applied.
"Note" is revised to mean the 2003 Renewal Note.
4. SECURITY AGREEMENT. The Security Agreement is hereby modified to
change the name of the secured Lender (defined in the Security Agreement) to
"SouthTrust Bank, an Alabama banking corporation", reflecting the correct name
of the Lender. The Security Agreement is further modified and shall be deemed
to provide that the Security Agreement continues in full force and effect and
continues to secure the loan evidenced by the Note as renewed by the 2003
Renewal Note.
5. LOAN DOCUMENTS MODIFICATION. Each of the Loan Documents (other
than the Note and the Security Agreement) are hereby modified to reflect that
they shall apply to and secure the 2003 Renewal Note and all modifications,
amendments, renewals and extensions thereof, equally and ratably with the Note.
6. NOVATION. Except as provided in this Agreement, the obligations
evidenced by the Loan Agreement, the Note, the Security Agreement and the other
Loan Documents are unaffected, unchanged and unimpaired. By entering into this
Agreement, the parties have no intention whatsoever to extinguish or discharge
the indebtedness evidenced by the Note, or to affect any novation or to release
or discharge the lien and security interest create by the Security Agreement.
6. WAIVER OF DEFENSES. As an important inducement and as additional
consideration to the Bank, the Borrowers, for themselves and for their
respective successors, heirs and assigns to the extent permitted by law, each
hereby waive and agree not to assert as a defense to any action for collection
of the Note, the 2003 Renewal Note or for foreclosure of the security interests
created by the Security Agreement, any defense which it now has or which may
arise in the future under the Loan Documents or the 2003 Renewal Note by reason
of any act or omission by the Bank, its agents or employees heretofore taken or
omitted to be taken and in any way connected with the transactions evidenced or
contemplated by the Loan Documents or the 2003 Renewal Note, including, without
limitation, any such acts or omissions relating to required disclosures which
Borrower acknowledge have been made in full and fair manner as may be required
by law.
6. PAYMENT OF EXCISE AND INTANGIBLE TAXES. Borrowers agree to pay
in full, concurrently with the execution hereof, or subsequent thereto if not
fully paid, any and all documentary and intangible taxes due on the 2003
Renewal Note or any renewal or modification thereof or on this Agreement and
other excise taxes, together with interest and penalties, if any, determined to
be due on delinquent or unpaid amounts. Borrowers further agree to indemnify
and save the Bank harmless from any and all such taxes and charges later
determined to be due.
7. CLOSING COSTS AND ATTORNEYS' FEES. Borrowers shall pay all
closing costs, including, without limitation, the reasonable attorneys' fees
incurred by the Bank in connection with this Agreement and any related
documents.
8. MISCELLANEOUS. This Agreement contains the final, complete, and
exclusive expression of the understanding between the parties regarding the
transactions contemplated by it. A waiver or modification of any provisions of
this Agreement is valid only if the waiver or modification is in writing signed
by each party. The failure or delay by the Bank to exercise any right, power
or privilege under this Agreement will not operate as a waiver of any such
right, power or privilege. The titles and headings preceding the text of the
sections of this Agreement have been inserted solely for convenience of
reference and do not affect this Agreement's meaning or effect. This Agreement
is a Florida contract and it is the intent of the parties that it be construed
according to the laws of the State of Florida. Borrowers may not assign their
interest in this Agreement without the prior written approval of the Bank, and
this Agreement binds the successors and assigns of the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.
TECHNOLOGY RESEARCH CORPORATION
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: VP Finance, CFO
TECHNOLOGY RESEARCH CORPORATION/ HONDURAS , S.A. DE C.V.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Secretary, Director
SOUTHTRUST BANK, an Alabama
banking corporation
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: V.P.
EXHIBIT "A"
2003 RENEWAL NOTE
$3,000,000.00 November 12, 2003
Being indebted for value received, TECHNOLOGY RESEARCH CORPORATION and
TECHNOLOGY RESEARCH CORPORATION / HONDURAS, S.A. DE C.V. (collectively, jointly
and severally, the "Borrowers"), jointly and severally promise to pay to
SOUTHTRUST BANK, an Alabama banking corporation (the "Lender"), or order, at
its offices in the City of Birmingham, Alabama, or at such other address as may
be designated from time to time by the holder hereof to the Borrower the sum of
up to THREE MILLION DOLLARS ($3,000,000.00) or so much thereof as is advanced
hereunder together with interest on the unpaid balance from the date of
disbursement until maturity at a rate per annum equal to the Applicable Rate as
defined below. Within the limits provided in the Loan Agreement, Borrower may
borrow, make payments and reborrow under this Note. Interest shall accrue on
the basis of an assumed year of 360 days and shall be charged for the actual
number of days elapsed in an Interest Period. Notwithstanding anything in the
Note to the contrary, no Interest Period may end later than the Maturity Date
and if the Maturity Date falls in less than one month, then the interest rate
applicable to this Note shall not be the LIBOR Rate during the remaining term
but rather shall be the Base Rate. After the occurrence of an Event of Default,
the interest rate applicable to this Note may not be continued at or converted
to the LIBOR Rate but shall be the Default Rate.
The following definitions shall apply for the purpose of determination of
the interest rate applicable to the Note from time to time:
"Applicable Rate" means either the LIBOR Rate or the Base Rate or the Default
Rate, as such interest rate may apply to the Loan evidenced by this Note as
provided herein.
"Base Rate" means a rate of interest equal to twenty five basis points
(.25%) below the rate quoted as the "prime rate" as reported in the "Money
Rates" section of the Wall Street Journal (or the arithmetic average of the
rates so quoted, if more than one rate is quoted) or, in the event of
discontinuance of such publication or such section thereof, the Base Rate shall
mean the monthly average prime rate as reported and published in the Federal
Reserve Bulletin published monthly by the Board of Governors of the Federal
Reserve System under the table styled "Prime Rate Charged by Banks on Short
Term Business Loans". In the event of the discontinuance of both such
publications or such section or table thereof, the Base Rate shall mean the
prime rate as from time to time announced or published by Citibank, N.A. at its
principal office in New York, New York.
The terms "Base Rate" and "prime rate" are intended by the parties to be
benchmarks only and are not to be construed as indicating that such rates are
the best or lowest rates offered by the Lender to any of its customers
regardless of their creditworthiness.
"Default Rate" means a rate per annum equal to the highest rate then allowable
by law, or 18%, whichever is lesser.
"Eurocurrency Reserve Percentage" means, with respect to each Interest Period,
a percentage (expressed as a decimal) equal to the percentage in effect two
Business Days prior to the first day of such Interest Period, as prescribed by
the Board of Governors of the Federal Reserve System (or any successor), for
determining reserve requirements applicable to any "Eurocurrency liabilities"
pursuant to Regulation D or any other applicable regulation of the Board of
Governors which prescribes reserve requirements applicable to "Eurocurrency
liabilities" as presently defined in Regulation D.
"Interbank Rate" means, with respect to each Interest Period, the rate per
annum at which dollar deposits in immediately available funds are offered to
the Bank two Business Days prior to the beginning of such Interest Period by
major banks in the London interbank eurodollar market as at or about 11:00 a.m.
London time, for delivery on the first day of such Interest Period, for the
number of days comprised therein and in an amount comparable to the amount of
the Loan to which such Interest Period relates.
"Interbank Rate (Reserve Adjusted)" means, for any Interest Period, a rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined
pursuant to the following formula:
Interbank Rate = _________Interbank Rate_________
(Reserve Adjusted) 1 - Eurocurrency Reserve Percentage
"Interest Period" means, (i) when the applicable interest rate is the Base
Rate, one (1) day, and (ii) when the applicable interest rate is the LIBOR
Rate, the period commencing on the effective date of Borrower's election as
provided hereinbelow and ending on (but excluding) the day 30, 60 or 90 days
thereafter, in either case as the Borrower may select in its relevant notice to
the Bank as provided in this Note, provided, however, that
(a) if any Interest Period would otherwise end on a day which is not
a Business Day, such Interest Period shall end on the next succeeding Business
Day; and
(b) no Interest Period may end later than the Maturity Date,
provided that the Applicable Rate shall be the Base Rate for any Interest
Period of less than thirty (30) days by.
"LIBOR Rate" means an adjustable rate of interest per annum equal to the
Interbank Rate (Reserve Adjusted) plus 175 basis points, fixed for Interest
Periods of 30, 60 or 90 days.
The Borrower shall select the initial Applicable Rate to apply to the Loan
by providing written notice thereof (which may be by telefacsimile) to the Bank
at least three (3) Business Days prior to the date of this Note. If timely
notice of the initial Applicable Rate is not provided as required hereby, then
the initial Applicable Rate shall be the Base Rate. Subject to the provisions
hereof, the Borrower shall have the right to (i) continue the current
Applicable Rate from time to time, or (ii) to convert the Applicable from
either the LIBOR Rate or the Base Rate to the other, or (iii) to continue or
change the Interest Period applicable to the Loan while the Applicable Rate is
the LIBOR Rate, in each case by submitting to the Bank (effective upon receipt)
(x) in the case of continuation of the LIBOR Rate, and conversion of the Base
Rate to the LIBOR Rate, at least three (3) Business Days prior to the end of a
current Interest Period, and (y) in the case of conversion of the LIBOR Rate to
the Base Rate, on or before 12:00 p.m. Eastern Time on the Business Day prior
to the date on which the conversion shall be effective, a written notice of
Borrower's election to continue the Applicable Rate in its current form or to
convert the Applicable Rate or to continue or change the applicable Interest
Period as described in said notice. Such continuation or conversion shall take
effect at the end of the current Interest Period. If no such notice of election
is received by the Bank from the Borrower within the time prescribed prior to
the end of a current Interest Period, then the Applicable Rate shall be
converted to the Base Rate.
Notwithstanding anything herein to the contrary, no Interest Period may
end later than the Maturity Date and if the Maturity Date falls in less than
thirty (30) days, then the Loan shall not accrue interest at the LIBOR Rate
during the remaining term but rather shall accrue interest at a rate per annum
equal to the Base Rate. After the occurrence and during the continuance of an
Event of Default, the interest rate may not be continued at a LIBOR Rate but
shall be the Default Rate.
If as a result of a regulatory change the Bank shall reasonably determine
that it is unlawful for the Bank to make, continue or maintain any loan
accruing interest at a LIBOR Rate, the obligation of the Bank to continue or
maintain the Loan evidenced by this Note at a LIBOR Rate shall, upon such
determination (and telephonic notice thereof, to be subsequently confirmed in
writing, to the Borrowers which notice shall, in the absence of manifest error,
create a rebuttable presumption as to the effect of such regulatory change as
specified above), forthwith be suspended until the earliest date the Bank can
determine and notify the Borrowers that the circumstances causing such
suspension no longer exist, and the LIBOR Rate applicable to this Note shall
automatically convert to the Base Rate on the last day(s) of the then current
respective Interest Period(s) with respect thereto or sooner, if required by
such regulatory change, provided that the Bank shall take any reasonable
actions available to it (including designation of its lending offices)
consistent with legal and regulatory restrictions that will avoid the need for
such suspension and will not, in the reasonable judgment of the Bank, be
otherwise materially disadvantageous to the Bank.
If the Bank shall have reasonably determined that quotations of interest
rates for the relevant deposits referred to in the definition of "Interbank
Rate" are not being provided in the relevant amounts or for the relevant
maturities for purposes of determining rates of interest for LIBOR Rate
determinations as provided herein or that, by reason of circumstances affecting
the London interbank eurodollar market, adequate means do not exist for
ascertaining the LIBOR Rate for any loan to which such rate is the applicable
rate, then, upon telephonic notice from the Bank to the Borrowers to be
subsequently confirmed in writing (such notice, in the absence of manifest
error, to create a rebuttable presumption as to the effect specified above),
the obligations of the Bank to continue the loan evidenced by this Note at a
LIBOR Rate shall forthwith be suspended and interest shall accrue on principal
outstanding under this Note at the Base Rate until the earliest date that the
Bank can reasonably determine and notify the Borrowers that the circumstances
causing such suspension no longer exist, provided that the Bank shall take any
reasonable actions available to it to obtain the necessary quotations of
interest rates in the London interbank eurodollar market (or another Eurodollar
market acceptable to the Bank and to the Borrowers).
In the event that the Bank shall incur any loss or expense (including any
loss or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by the Bank to make, continue or maintain any
portion of the principal amount of any Loan at a LIBOR Rate) as a result of any
repayment or prepayment of the principal amount of any Loan on a date other
than the scheduled last day of the Interest Period applicable thereto then,
upon written notice from the Bank to the Borrowers the Borrowers shall, within
five days of receipt thereof, pay directly to the Bank such amount as will (in
the reasonable determination of the Bank) reimburse the Bank for such loss or
expense. Such written notice shall, in the absence of manifest error, create a
rebuttable presumption of the amount of such losses or expenses.
The Borrower shall pay to Lender monthly installments of interest
commencing with a payment due November 14, 2003 and on the same day of each
month thereafter provided that all unpaid principal plus accrued interest shall
be due and payable and shall be paid on December 14, 2005 (the "Maturity
Date"). Payment shall be made at the Maturity Date without demand,
counterclaim, offset, deduction or defense, (whether now or hereafter conferred
by statute or otherwise.)
All payments made upon this Note shall be applied first to the payment of
accrued interest and thereafter in reduction of principal.
Any payment not received within ten (10) days when due shall be subject
to, and it is agreed that the holder hereof shall collect thereon, a "late
charge" in the amount of five percent (5%) of the amount of the delinquent
payment to defray costs of collection and losses of the holder. Said late
charge shall be immediately due and payable and shall be paid by the maker
hereof without notice or demand by the holder. The holder's entitlement to
collect a late charge shall in no way detract from or affect its right to
accelerate payment of this Note in the event of a failure by Borrower to make
any payment hereunder when due.
Privilege is hereby reserved to prepay the principal of this Note in whole
or in part at any time without notice, premium or penalty for the privilege of
such prepayment; provided, however, that payment of accrued interest shall be
due and payable and shall be paid at the time of and together with any such
prepayment.
Notwithstanding any other provision of this Note or of any instrument
securing this Note or any other instrument executed in connection with the Loan
evidenced hereby, it is expressly agreed that amounts payable under this Note
or under the other aforesaid instruments for the payment of interest or any
other payment in the nature of or which would be considered as interest or
other charge for the use or loan of money shall not exceed the highest rate
allowed by law, from time to time, and in the event the provisions of this Note
or of such other instruments referred to above in this paragraph with respect
to the payment of interest or other charge for the use or loan of money shall
result in exceeding such limitation, then the excess over such limitation shall
not be payable and the amount otherwise agreed to have been paid shall be
reduced by the excess so that such limitation will not be exceeded, and if any
payment actually made shall result in such limitation being exceeded, the
amount of the excess shall constitute and be treated as a payment on the
principal hereof and shall operate to reduce such principal by the amount of
such excess, or if in excess of the principal indebtedness, such excess shall
be refunded.
This Note shall be in default upon the occurrence of any default or event
of default under the terms of this Note or any document executed in connection
with the Loan evidenced by this Note. In any event, this Note shall be in
default upon failure of the Borrower to make any payment hereunder when due,
without notice or demand. In the event of default the holder of this Note may,
at its option, declare all unpaid indebtedness evidenced by this Note and any
modifications thereof, immediately due and payable without notice regardless of
the date of maturity. Failure at any time to exercise this option shall not
constitute a waiver of the right to exercise the same at any other time.
From and after the stated, or if this Note is accelerated, the
accelerated, maturity date of this Note, it shall bear interest at the Default
Rate.
The parties acknowledge that this Note may be assigned and that any holder
of this Note shall be entitled to recover directly against any endorser or
guarantor hereof without first proceeding against the Borrower or any other
party.
Each Obligor (which term shall mean and include each Borrower, endorser,
guarantor and all others who may become liable for all or any part of the
obligations evidenced and secured hereby), does hereby jointly and severally:
(a) consent to any forbearance or extension of the time or manner of payment
hereof and to the release of all or any part of any security held by the Lender
to secure payment of this Note and to the subordination of the lien of the
mortgage and any other instrument of security securing this Note as to all or
any part of the property encumbered thereby, all without notice to or consent
of that party; (b) agree that no course of dealing or delay or omission or
forbearance on the part of the Lender in exercising or enforcing any of its
rights or remedies hereunder or under any instrument securing this Note shall
impair or be prejudicial to any of the Lender's rights and remedies hereunder
or to the enforcement hereof and that the Lender may extend, modify or postpone
the time and manner of payment and performance of this Note and any instrument
securing this Note, may grant forbearance and may release, wholly or partially,
any security held by the Lender as security for this Note and release,
partially or wholly, any person or party primarily or secondarily liable with
respect to this Note, all without notice to or consent by any party primarily
or secondarily liable hereunder and without thereby releasing, discharging or
diminishing its rights and remedies against any other party primarily or
secondarily liable hereunder; and (c) waive notice of acceptance of this Note,
notice of the occurrence of any default hereunder or under any instrument
securing this Note and presentment, demand, protest, notice of dishonor and
notice of protest and notices of any and all action at any time taken or
omitted by the Lender in connection with this Note or any instrument securing
this Note and waives all requirements necessary to hold that party to the
liability of that party.
All parties liable for the payment of this Note agree to pay the Lender
reasonable attorneys' fees and costs, whether or not an action be brought, for
the services of counsel employed after maturity or default to collect this Note
or any principal or interest due hereunder, or to protect the security, if any,
or enforce the performance of any other agreement contained in this Note or in
any instrument of security as aforesaid, including costs and attorneys' fees on
any appeal, or in any proceedings under the Bankruptcy Code or in any post
judgment proceedings.
This Note is executed under seal and constitutes a contract under the laws
of the State of Florida, and shall be enforceable in a Court of competent
jurisdiction in that State.
TECHNOLOGY RESEARCH CORPORATION
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: VP Finance, CFO
TECHNOLOGY RESEARCH
CORPORATION/ HONDURAS , S.A. DE C.V.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Secretary, Director
