ACQUISITION NOTE
$13,000,000 JUNE 18, 1998
For value received, the undersigned, MACKIE DESIGNS INC. ("Borrower"),
promises to pay to the order of U. S. BANK NATIONAL ASSOCIATION ("U. S.
Bank"), at 0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000, or such other place
or places as the holder hereof may designate in writing, the principal sum of
Thirteen Million Dollars ($13,000,000) or so much thereof as advanced by
U. S. Bank in lawful, immediately available money of the United States of
America, in accordance with the terms and conditions of that certain credit
agreement of even date herewith by and between Borrower and U. S. Bank
(together with all supplements, exhibits, amendments and modifications
thereto, the "Credit Agreement"). Xxxxxxxx also promises to pay interest on
the unpaid principal balance hereof, commencing as of the first date of an
advance hereunder, in like money in accordance with the terms and conditions,
and at the rate or rates provided in the Credit Agreement. All principal,
interest, and other charges are due and payable in full on September 30, 2003.
Borrower and all endorsers, sureties, and guarantors hereof jointly and
severally waive presentment for payment, demand, notice of nonpayment, notice
of protest, and protest of this Note, and all other notices in connection
with the delivery, acceptance, performance, default, dishonor, or enforcement
of the payment of this Note except such notices as are specifically required
by this Note or by the Credit Agreement, and they agree that the liability of
each of them shall be unconditional without regard to the liability of any
other party and shall not be in any manner affected by any indulgence,
extension of time, renewal, waiver, or modification granted or consented to
by U. S. Bank. Borrower and all endorsers, sureties, and guarantors hereof,
if any, (1) consent to any and all extensions of time, renewals, waivers, or
modifications that may be granted by U. S. Bank with respect to the payment
or other provisions of this Note and the Credit Agreement; (2) consent to the
release of any property now or hereafter securing this Note with or without
substitution; and (3) agree that additional makers, endorsers, guarantors, or
sureties may become parties hereto without notice to them and without
affecting their liability hereunder.
This Note is the Acquisition Note referred to in the Credit Agreement
and as such is entitled to all of the benefits and obligations specified in
the Credit Agreement, including but not limited to any Collateral and any
conditions to making advances
ACQUISITION NOTE PAGE 1
hereunder. Terms defined in the Credit Agreement are used herein with the
same meanings. Reference is made to the Credit Agreement for provisions for
the repayment of this Note and the acceleration of the maturity hereof.
MACKIE DESIGNS INC.
By
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Title
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