EXHIBIT 10.28
TERM NOTE
$475,000.00 Boston, Massachusetts
February 28, 2000
FOR VALUE RECEIVED, the undersigned, MFIC Corporation, a Delaware
corporation with its principal office at 00 Xxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxxxxx
00000 (the "Borrower") absolutely and unconditionally promises to pay to the
order of National Bank of Canada, a Canadian chartered bank (the "Lender"), at
the head office of the Lender, Xxx Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000,
in immediately available funds, the principal sum of Four Hundred Seventy-Five
Thousand and 00/100 DOLLARS ($475,000.00), together with interest thereon,
payable as follows:
Principal: The Outstanding principal balance of this Note shall be
paid at the times, and in the manner, provided in the Loan Agreement
(defined below). In all events, the Outstanding principal balance of this
Note shall be due and payable in full on the Maturity Date.
INTEREST: Interest on the principal balance hereof from time to time
outstanding, which interest shall be paid at the times and rates, and in
the manner, provided in the Loan Agreement (defined below).
Capitalized terms used herein which are defined in the Revolving Credit
and Term Loan Agreement dated as of February __, 2000 among the Borrower and the
Lender (as hereafter modified, amended, supplemented or restated, the "Loan
Agreement") have the same meaning herein as in the Loan Agreement.
This Term Note is the Term Note which has been executed and delivered in
accordance with Section 2.9 of the Loan Agreement. Reference is made to the Loan
Agreement for a description of the benefits to which the Lender is entitled on
account hereof and for reference to the security interests which secure the
Liabilities.
The within Note may be prepaid in whole and in part, and shall be prepaid,
all as provided in the Loan Agreement.
Upon the occurrence of any Event of Default, all of the Liabilities,
including, without limitation, the entire unpaid principal balance of the within
Note and all accrued and unpaid interest hereon, may become or be declared due
and payable as provided in the Loan Agreement.
The Borrower waives presentment, demand, notice, protest and all other
demands and notices in connection herewith; assents to any extension or
postponement of the time of payment or any other indulgence with respect hereto;
assents to the addition or release of any other party or person primarily or
secondarily liable on account of the within Note and/or said Liabilities; and
agrees to pay all costs and expenses at any time incurred by the Lender as set
forth in the Loan Agreement.
WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS. THE BORROWER HEREBY WAIVES
ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY
DISPUTE IN CONNECTION WITH THIS NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, ANY
RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS
AND OBLIGATIONS. EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY LAW, THE BORROWER
HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER AGAINST NATIONAL BANK OF
CANADA (AND NOT ITS SUCCESSORS AND ASSIGNS) IN ANY LITIGATION REFERRED TO IN THE
PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR
ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. THE BORROWER (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE LENDER HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE
LENDER HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO WHICH IT IS A PARTY BY, AMONG OTHER THINGS, THE WAIVER AND
CERTIFICATIONS CONTAINED HEREIN.
This Note is intended to take effect as a sealed instrument and shall be
governed by, and construed in accordance with, the laws of The Commonwealth of
Massachusetts, without regard to its conflicts of laws rules. The Borrower
agrees that any suit for the enforcement of this Note may be brought in the
courts of The Commonwealth of Massachusetts or any Federal Court sitting in such
Commonwealth and consents to the non-exclusive jurisdiction of each such court
and to service of process in any such suit being made upon the Borrower by mail
at the address specified in the Loan Agreement. The Borrower hereby waives any
objection that it may now or hereafter have to the venue of any such suit or any
such court or that such suit was brought in an inconvenient court.
MFIC CORPORATION
Witness: By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxxx
--------------------------
Name: Title: Chairman and CEO
-2-
