EXHIBIT 10.9
FORM OF PROMISSORY NOTE
PROMISSORY NOTE
$_____________________________ , Connecticut
_________________________, 199___
FOR VALUE RECEIVED, ANCHOR ADVANCED PRODUCTS, INC., a Delaware corporation
having an office and place of business at 00 Xxxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxxx 00000, Xxxxxxxxxxx (the "Maker"), promises to pay to the order of
the CONNECTICUT DEVELOPMENT AUTHORITY, a body politic and corporate,
constituting a public instrumentality and political subdivision of the State of
Connecticut (the "Authority") at its principal office at 000 Xxxxx Xxxxxx, Xxxxx
Xxxx, Xxxxxxxxxxx, or at such other place as the Authority may designate in
writing, without notice or offset, the principal sum of
__________________________ and ___/100 ($____________) DOLLARS, together with
interest in arrears thereon from the date hereof at the rate of five percent
(5%) per annum upon the whole of said principal sum remaining from time to time
unpaid. Said principal and interest shall be due and payable in monthly
installments as follows:
Upon the execution of this Note, interest from the date hereof of the
_______ day of _________, 199__, and thereafter, the sum of
_________________________________ AND ______ /100 DOLLARS ($_________), on the
first day of ____________, 199__, and a like sum on the first day of each and
every month thereafter until the entire principal sum with interest in arrears
has been fully paid, except that if not sooner paid, all outstanding principal
plus all accrued interest shall be due and payable on _____________________,
2001. Each monthly installment shall be applied first to the payment of any
other amount due and owning hereunder or under or under the Loan Agreement (as
defined herein), then to late charges, then to accrued and unpaid interest on
this Note and the balance on account of the principal of this Note.
This Note is the [first, second, third, etc.] in a series of Notes made by
the Maker to the order of the Authority in an aggregate principal amount equal
to the lesser of (i) Six Hundred Fifty Thousand and 00/100 ($650,000.00)
Dollars; and (ii) eighty (80%) percent of the cost of the collateral securing
the advances evidenced thereby or so much thereof as shall from time to time
have been advanced by the Authority to the Maker pursuant to the provisions of
the Loan Agreement and remain outstanding, as conclusively evidenced by the
Books and records of the Authority[, the first of such series of Notes being
made by the
Maker on ____________________ to the order of the Authority in the original
principal amount of $___________________; the second of such series... etc.].
Maker agrees to pay all taxes or duties levied or assessed against
Authority or other holder of this Note on account of this Note, or the loan
agreement pursuant to which this Note is issued (the "Loan Agreement"), or the
security agreement securing the Note (the "Security Agreement"), or upon the
collateral granted under the Security Agreement. Maker further agrees to pay all
costs, expenses and reasonable attorneys' fees incurred by Authority in any
proceeding for the collection of the debt evidenced hereby, or in any action to
enforce its rights in collateral granted under the Security Agreement upon the
happening of a default as provided for in the Security Agreement, or in
protecting or sustaining the lien of the Security Agreement or in any litigation
or controversy arising from or connected with this Note or the Security
Agreement.
There shall be an Event of Default: (i) if Maker defaults for ten (10) days
in making any payment of principal or interest on this Note, in making any
payment of taxes or any municipal assessment, any insurance premiums, any lien
or charge upon any property, real or personal, by which this Note is secured, or
any other payment under this Note, the Loan Agreement or the Security Agreement,
as the same become due, or (ii) if there occurs an event of default under the
Loan Agreement, the Security Agreement, or any other document evidencing,
securing or guarantying the loan evidenced by this Note, or (iii) if an order
for relief is sought by or against Maker or any guarantor under the Federal
Bankruptcy Code or acts amendatory thereof or supplemental thereto or under any
statute either of the United States or any state in connection with insolvency
or reorganization or for the appointment of a receiver or trustee for all or a
portion of Maker's or any guarantor's property, and any such order for relief,
receiver or trustee is not withdrawn, dismissed, discharged, or removed within
sixty (60) days, except for any order sought or consented to by the Maker or any
guarantor, in which case the event of default shall be immediate, or (iv) if an
assignment of Maker's or any guarantor's property is made for the benefit of
creditors, or (v) if Maker or any guarantor declares in writing its inability to
pay debts as they come due, or (vi) if Maker or any guarantor liquidates or
dissolves or is liquidated or dissolved, or (vii) if the United States of
America, the State of Connecticut or any agency or subdivision thereof, imposes
a tax, levy or assessment on or concerning this Note, which Maker cannot
lawfully or does not pay when due. Upon the occurrence of an Event of Default,
the entire principal sum with accrued interest thereon due under this Note
shall, at the option of Authority, become due and payable and
Authority may proceed to exercise any rights and remedies under this Note, the
Loan Agreement, the Security Agreement law, in equity or otherwise. No failure
to exercise such shall be deemed to be a waiver on the part of Authority right
to exercise the same in the event of any subsequent of default.
Authority may collect a "late charge" not to exceed amount equal to five
percent (5.00%) of any installment interest or principal or both which is not
paid with ten days after the date on which said payment is due. Late charge
shall be separately charged to and collected from Maker and be due upon demand
by Authority.
Maker shall have the right to prepay this Note in who in part upon any
interest payment date, without penalty. An all partial prepayments, after
application, at Author option, to other amounts then due the Authority pursuant
to Note, the Security Agreement or the Loan Agreement, shall credited to unpaid
principal installments in the inverse order their maturity or in such other
manner as Authority reasonably deem proper.
As more fully described in Section 3.19 of the Agreement, this Note is,
under certain circumstances, subject prepayment in full and to payment of a
penalty of five percent of the original principal amount hereof.
Maker and each and every endorser, guarantor, and sure this Note and all
others who may become liable for all or part of this obligation do hereby waive,
to the extent permitted by applicable law, diligence, demand, presentment for
pay protest, notice of protest and notice of non-payment of Note, and do hereby
consent to any number of renewal extensions of the time of payment hereof and of
the time advances under the Loan Agreement or the Security Agreement any, and
agree that any such renewals or extensions may be without notice to any of said
parties and without affect their liability herein and further consent to the
release or part or parts or all of the security for the payment hereof to the
release of any party of parties liable hereon, all without affecting the
liability of the other persons, firms corporations liable for the payment of
this Note.
Upon the occurrence of an Event of Default, at the of the Authority, the
Authority may pay insurance premiums, and assessments, and any and all other
expenses which may reasonable or necessary to protect the property, personal,
securing this Note or to protect or sustain the the Security Agreement. Any such
payment made by the Authority.
pursuant to said option shall be added to the principal balance due hereunder
and shall bear interest as set forth herein from the date of payment by
Authority and shall be payable on demand with interest from the date of payment
by Authority.
Maker agrees that all expenditures incurred by Authority under this Note
other than principal, and the principal of this Note after maturity, upon an
Event of Default or after a judgment hereon, shall bear interest at the rate of
twelve percent (12.00%) per annum, from the date of demand, default or judgment,
as applicable.
Any notice to Maker provided for in this Note shall be given by mailing
such notice by prepaid, certified mail, return receipt requested, addressed to
0000 Xxxxxxxxxx Xxxxx, Xxxxxxxxx Xxxxxxxxx 00000-0000, Attention: Chief
Financial Officer, or to such other address as Maker may designate by notice to
the Authority. Any notice to the Authority shall be given by mailing such notice
by prepaid, certified mail, return receipt requested, to the address stated in
the first paragraph of this Note, or to such other person or address as may have
been designated by notice to Maker. Notice shall be deemed given if mailed in
accordance with this paragraph upon receipt or refusal.
MAKER ACKNOWLEDGES THAT THIS NOTE AND THE UNDERLYING TRANSACTIONS GIVING
RISE HERETO CONSTITUTE COMMERCIAL BUSINESS TRANSACTED WITHIN THE STATE OF
CONNECTICUT. IN THE EVENT OF ANY LEGAL ACTION BETWEEN MAKER AND AUTHORITY
HEREUNDER, MAKER HEREBY EXPRESSLY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHTS WITH REGARD TO NOTICE, PRIOR HEARING AND ANY OTHER RIGHTS IT MAY
HAVE UNDER THE CONNECTICUT GENERAL STATUTES, CHAPTER 903a, AS NOW CONSTITUTED OR
HEREAFTER AMENDED, OR OTHER STATUTE OR STATUTES, STATE OR FEDERAL, AFFECTING
PREJUDGMENT REMEDIES, AND AUTHORITY MAY INVOKE ANY PREJUDGMENT REMEDY AVAILABLE
TO IT, INCLUDING, BUT NOT LIMITED TO, GARNISHMENT, ATTACHMENT, FOREIGN
ATTACHMENT AND REPLEVIN, WITH RESPECT TO ANY TANGIBLE OR INTANGIBLE PROPERTY
(WHETHER REAL OR PERSONAL) OF MAKER TO ENFORCE THE PROVISIONS OF THIS NOTE,
WITHOUT GIVING MAKER ANY NOTICE OR OPPORTUNITY FOR A HEARING, TO THE EXTENT
PERMITTED BY APPLICABLE LAW.
The term the "Authority" as used in this Note shall include the Authority
and any subsequent holder or holders hereof.
This Note has been made, executed and delivered in the State of Connecticut
and shall be construed and enforced under and in accordance with the laws of the
State of Connecticut. The execution of this Note and the performance of the
Maker's obligations hereunder shall be deemed to have a Connecticut situs
and Maker shall be subject to the personal jurisdiction of the courts of the
State of Connecticut with respect to any action the Authority or any subsequent
holder or holders hereof may commence hereunder or thereunder. Accordingly,
Maker hereby specifically and irrevocably consents to the jurisdiction of the
courts of the State of Connecticut with respect to all matters concerning this
Note.
This Note is issued pursuant to the Loan Agreement, and all terms,
conditions and provisions thereof are deemed incorporated herein as if fully set
forth herein.
IN WITNESS WHEREOF, Maker has hereunto set its hand this _______ day of
_______, 199__.
ANCHOR ADVANCED PRODUCTS, INC.
By: ______________________________
Xxxx X. Xxxxxx
Its Executive Vice President
Duly Authorized
This Note is secured and by certain
machinery and equipment under a security
agreement by and between Maker and
Holder dated ____________, 1994.
