Exhibit 4(f)
AMENDED AND RESTATED PROMISSORY NOTE
(Working Capital Line of Credit Loans)
$4,500,000 Woburn, Massachusetts
As of October 31, 1995
(Originally dated as of
September 29, 1995)
For value received, the undersigned, ALPHA INDUSTRIES, INC., a Delaware
corporation and TRANS-TECH, INC., a Maryland corporation (each a "Borrowers" and
collectively the "Borrowers"), jointly and severally promise to pay to SILICON
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VALLEY BANK (the "Bank") at the office of the Bank located at 0000 Xxxxxxxx
----
Xxxxx, P.O. Box 3762, Santa Clara, California 95054, or to its order, the lesser
of Four Million Five Hundred Thousand Dollars ($4,500,000) or the outstanding
principal amount hereunder, on August 1, 1997 (the "Maturity Date"), together
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with interest on the principal amount hereof from time to time outstanding at a
fluctuating rates per annum set forth in the Credit Agreement referred to below,
payable monthly in arrears on the first day of each calender month occurring
after the date hereof and on the Maturity Date.
Computations of interest shall be made by the Bank on the basis of a year
of 360 days for the actual number of days occurring in the period for which such
interest is payable.
This promissory note amends and restated the terms and conditions of the
obligations of the Borrowers under the promissory note dated as of September 29,
1995 by the Borrowers to the Bank in the original principal amount of $4,000,000
(the "Original Note"). This note is one of the Working Capital Notes referred to
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in the credit agreement of even date herewith between the Bank, Fleet Bank of
Massachusetts, N.A., and the Borrowers (together with all related schedules), as
the same may be amended, modified or supplemented from time to time (the "Credit
------
Agreement"), and is entitled to the benefits thereof and of the other Loan
---------
Documents referred to therein, and is subject to optional and mandatory
prepayment as provided therein. Except for the capitalized terms referred to
herein, the terms used in this Note shall have the respective meanings set forth
in the Credit Agreement. This note is secured inter alia by a Security
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Agreement dated of even date herewith by each Borrower in favor of the Bank as
Collateral Agent for the benefit of the Banks, as the same may be amended,
modified or supplemented from time to time.
Each reference in each Loan Document (as defined in the Credit Agreement)
to the Working Capital Note of the Bank, "thereof," "therein," "thereunder," or
words of like import referring to the Original Note, shall mean and be a
reference to the Original Note, as amended and restated hereby.
Upon the occurrence of any Event of Default under, and as defined in, the
Credit Agreement, at the option of the Bank, the principal amount then
outstanding of and the accrued interest on the advances under this note and all
other amounts payable under this note shall become immediately due and payable,
without notice (including, without limitation, notice of intent to accelerate),
presentment, demand, protest or other formalities of any kind, all of which are
hereby expressly waived by the Borrowers.
The Bank shall keep a record of the amount and the date of the making of
each advance pursuant to the Credit Agreement and each payment of principal with
respect thereto by
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containing a computerized record of such information and printouts of such
computerized record, which computerized record, and the printouts thereof, shall
constitute prima facie evidence of the accuracy of the information so endorsed.
----- -----
The undersigned agrees to pay all reasonable costs and expenses of the
Bank (including, without limitation, the reasonable fees and expenses of
attorneys) in connection with the enforcement of this note and the other Loan
Documents and the preservation of their respective rights hereunder and
thereunder.
No delay or omission on the part of the Bank in exercising any right
hereunder shall operate as a waiver of such right or of any other right of the
Bank, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion. The
Borrowers and every endorser or guarantor of this note regardless of the time,
order or place of signing waives presentment, demand, protest and notices of
every kind and assents to any one or more extensions or postponements of the
time of payment or any other indulgences, to any substitutions, exchanges or
releases of collateral for this note, and to the additions or releases of any
other parties or persons primarily or secondarily liable.
THIS NOTE SHALL BE DEEMED DELIVERED TO THE BANK AND ACCEPTED BY THE BANK
IN THE STATE OF CALIFORNIA.
EACH BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY NOW OR HEREAFTER
HAVE TO A JURY TRIAL IN ANY SUIT, ACTION OR PROCEEDING WHICH ARISES OUT OF OR BY
REASON OF THIS NOTE, ANY LOAN DOCUMENT (AS DEFINED IN THE CREDIT AGREEMENT), OR
THE TRANSACTIONS CONTEMPLATED HEREBY.
BY ITS EXECUTION AND DELIVERY OF THIS NOTE, EACH BORROWER ACCEPTS FOR
ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE
NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE COMMONWEALTH OF MASSACHUSETTS (AND IN THE EVENT THE BANK IS
FOR ANY REASON DENIED ACCESS TO THE COURTS OF MASSACHUSETTS, THEN SOLELY IN SUCH
CASE, CALIFORNIA) IN ANY ACTION, SUIT OR PROCEEDING OF ANY KIND AGAINST IT WHICH
ARISES OUT OF OR BY REASON OF THIS NOTE, ANY LOAN DOCUMENT (AS DEFINED IN THE
CREDIT AGREEMENT), OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ADDITION TO ANY
OTHER COURT IN WHICH SUCH ACTION, SUIT OR PROCEEDING MAY BE BROUGHT, IRREVOCABLY
AGREES TO BE BOUND BY ANY FINAL JUDGMENT RENDERED BY ANY SUCH COURT IN ANY SUCH
ACTION, SUIT OR PROCEEDING IN WHICH IT SHALL HAVE BEEN SERVED WITH PROCESS IN
THE MANNER HEREINAFTER PROVIDED, SUBJECT TO EXERCISE AND EXHAUSTION OF ALL
RIGHTS OF APPEAL AND TO THE EXTENT THAT IT MAY LAWFULLY DO SO, WAIVES AND AGREES
NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN SUCH ACTION, SUIT
OR PROCEEDING ANY CLAIMS THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION
OF SUCH COURT, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR
EXECUTION, THAT THE ACTION, SUIT OR PROCEEDING IS BROUGHT IN AN INCONVENIENT
FORUM OR THAT THE VENUE THEREOF IS IMPROPER, AND AGREES THAT PROCESS MAY BE
SERVED UPON IT IN ANY SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED BY
CHAPTER 223A OF THE GENERAL LAWS OF MASSACHUSETTS, RULE 4 OF THE MASSACHUSETTS
RULE OF CIVIL PROCEDURE OR RULE 4 OF THE FEDERAL RULES OF CIVIL PROCEDURE.
-3-
ALL RIGHTS AND OBLIGATIONS HEREUNDER SHALL BE GOVERNED BY THE LAW OF THE
COMMONWEALTH OF MASSACHUSETTS AND THIS NOTE SHALL BE DEEMED TO BE UNDER SEAL.
Attest: ALPHA INDUSTRIES, INC.
/s/ Xxxxxx X. Xxxxxxx By: /s/ X X Xxxxxxx
----------------------------- ------------------------------
Name: XXXXXX X. XXXXXXX Name: X X XXXXXXX
Title: SECRETARY Title: V P & TREAS.
[Seal]
Attest: TRANS-TECH, INC.
/s/ X X Xxxxxx By: /s/ X X Xxxxxxx
----------------------------- ------------------------------
Name: X X XXXXXX Name: X X XXXXXXX
Title: ASST SCTY Title: TREASURER
[Seal]
Exhibit 4(f)
AMENDED AND RESTATED PROMISSORY NOTE
(Working Capital Line of Credit Loans)
$3,000,000 Woburn, Massachusetts
As of October 31, 1995
(Originally dated as of
September 29, 1995)
For value received, the undersigned, ALPHA INDUSTRIES, INC., a Delaware
corporation and TRANS-TECH, INC., a Maryland corporation (each a "Borrower" and
--------
collectively the "Borrowers"), jointly and severally promise to pay to FLEET
---------
BANK OF MASSACHUSETTS, N.A. (the "Bank") at the office of the Bank located at
----
Fleet Center, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000-0000, or to its
order, the lesser of Three Million Dollars ($3,000,000) or the outstanding
principal amount hereunder, on August 1, 1997 (the "Maturity Date"), together
-------------
with interest on the principal amount hereof from time to time outstanding at a
fluctuating rates per annum set forth in the Credit Agreement referred to
below, payable monthly in arrears on the first day of each calendar month
occurring after the date hereof and on the Maturity Date.
Computations of interest shall be made by the Bank on the basis of a year
of 360 days for the actual number of days occurring in the period for which such
interest is payable.
This promissory note amends and restates the terms and conditions of the
obligations of the Borrowers under the promissory note dated as of September 29,
1995 by the Borrowers to the Bank in the original principal amount of $2,500,000
(the "Original Note"). This note is one of the Working Capital Notes
-------------
referred to in the credit agreement of even date herewith between the Bank,
Silicon Valley Bank, and the Borrowers (together with all related schedules), as
the same may be amended, modified or supplemented from time to time (the "Credit
------
Agreement"), and is entitled to the benefits thereof and of the
---------
other Loan Documents referred to therein, and is subject to optional and
mandatory prepayment as provided therein. Except for the capitalized terms
referred to herein, the terms used in this Note shall have the respective
meanings set forth in the Credit Agreement. This note is secured inter alia by a
----- ----
Security Agreement dated of even date herewith by each Borrower in
favor of Silicon Valley Bank as Collateral Agent for the benefit of the Banks,
as the same may be amended, modified or supplemented from time to time.
Each reference in each Loan Document (as defined in the Credit Agreement)
to the Working Capital Note of the Bank, "thereof," "therein," "thereunder," or
words of like import referring to the Original Note, shall mean and be a
reference to the Original Note, as amended and restated hereby.
Upon the occurrence of any Event of Default under, and as defined in, the
Credit Agreement, at the option of the Bank, the principal amount then
outstanding of and the accrued interest on the advances under this note and all
other amounts payable under this note shall become immediately due and payable,
without notice (including, without limitation, notice of intent to accelerate),
presentment, demand, protest or other formalities of any kind, all of which are
hereby expressly waived by the Borrowers.
-2-
The Bank shall keep a record of the amount and the date of the making of
each advance pursuant to the Credit Agreement and each payment of principal
with respect thereto by maintaining a computerized record of such information
and printouts of such computerized record, which computerized record, and the
printouts thereof, shall constitute prima facie evidence of the accuracy of the
----- -----
information so endorsed.
The undersigned agrees to pay all reasonable costs and expenses of the Bank
(including, without limitation, the reasonable fees and expenses of attorneys)
in connection with the enforcement of this note and the other Loan Documents and
the preservation of their respective rights hereunder and thereunder.
No delay or omission on the part of the Bank in exercising any right
hereunder shall operate as a waiver of such right or of any other right of the
Bank, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion. The
Borrowers and every endorser or guarantor of this note regardless of the time,
order or place of signing waives presentment, demand, protest and notices of
every kind and assents to any one or more extensions or postponements of the
time of payment or any other indulgences, to any substitutions, exchanges or
releases of collateral for this note, and to the additions or releases of any
other parties or persons primarily or secondarily liable.
EACH BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY NOW OR HEREAFTER HAVE
TO A JURY TRIAL IN ANY SUIT, ACTION OR PROCEEDING WHICH ARISES OUT OF OR BY
REASON OF THIS NOTE, ANY LOAN DOCUMENT (AS DEFINED IN THE CREDIT AGREEMENT), OR
THE TRANSACTIONS CONTEMPLATED HEREBY.
BY ITS EXECUTION AND DELIVERY OF THIS NOTE, EACH BORROWER ACCEPTS FOR ITSELF
AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE
NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE COMMONWEALTH OF MASSACHUSETTS IN ANY ACTION, SUIT OR
PROCEEDING OF ANY KIND AGAINST IT WHICH ARISES OUT OF OR BY REASON OF THIS NOTE,
ANY LOAN DOCUMENT (AS DEFINED IN THE CREDIT AGREEMENT), OR THE TRANSACTIONS
CONTEMPLATED HEREBY, IN ADDITION TO ANY OTHER COURT IN WHICH SUCH ACTION, SUIT
OR PROCEEDING MAY BE BROUGHT, IRREVOCABLY AGREES TO BE BOUND BY ANY FINAL
JUDGMENT RENDERED BY ANY SUCH COURT IN ANY SUCH ACTION, SUIT OR PROCEEDING IN
WHICH IT SHALL HAVE BEEN SERVED WITH PROCESS IN THE MANNER HEREINAFTER PROVIDED,
SUBJECT TO EXERCISE AND EXHAUSTION OF ALL RIGHTS OF APPEAL AND TO THE EXTENT
THAT IT MAY LAWFULLY DO SO, WAIVES AND AGREES NOT TO ASSERT, BY WAY OF MOTION,
AS A DEFENSE OR OTHERWISE, IN SUCH ACTION, SUIT OR PROCEEDING ANY CLAIMS THAT IT
IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURT, THAT ITS PROPERTY
IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE ACTION, SUIT OR
PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE THEREOF IS
IMPROPER, AND AGREES THAT PROCESS MAY BE SERVED UPON IT IN ANY SUCH ACTION, SUIT
OR PROCEEDING IN THE MANNER PROVIDED BY CHAPTER 223A OF THE GENERAL LAWS OF
MASSACHUSETTS, RULE 4 OF THE MASSACHUSETTS RULES OF CIVIL PROCEDURE OR RULE 4 OF
THE FEDERAL RULES OF CIVIL PROCEDURE.
-3-
ALL RIGHTS AND OBLIGATIONS HEREUNDER SHALL BE GOVERNED BY THE LAW OF THE
COMMONWEALTH OF MASSACHUSETTS AND THIS NOTE SHALL BE DEEMED TO BE UNDER SEAL.
Attest: ALPHA INDUSTRIES, INC.
/s/ Xxxxxx X Xxxxxxx By: /s/ X X Xxxxxxx
----------------------------- ------------------------------
Name: XXXXXX X XXXXXXX Name: X X XXXXXXX
Title: SECRETARY Title: V P & TREASURER
[Seal]
Attest: TRANS-TECH, INC.
/s/ X X Xxxxxx By: /s/ X X Xxxxxxx
----------------------------- ------------------------------
Name: X X XXXXXX Name: X X XXXXXXX
Title: ASST SCTY Title: TREASURER
[SEAL]
