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EXHIBIT 10.32
REVOLVING NOTE
Due: On the Termination Date
Chicago, Illinois
October 2, 1998
$15,000,000
FOR VALUE RECEIVED, on or before the Termination Date (as defined in the
Revolving Loan and Security Agreement referred to below) or such earlier date as
Bank may declare in accordance with the Revolving Loan and Security Agreement
hereinafter referred to, UNIVERSAL ELECTRONICS INC., a Delaware corporation
("Borrower"), promises to pay to order of BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION ("Bank"), at such place as Bank may from time to time
designate in writing, the principal sum of FIFTEEN MILLION DOLLARS
($15,000,000), or if less, the aggregate principal amount then outstanding of
all Revolving Loans made by Bank to Borrower pursuant to the Revolving Loan and
Security Agreement.
Xxxxxxxx further promises to pay interest on the unpaid principal amount
of Borrower's obligations and liabilities to Bank under this Note from time to
time outstanding, payable as provided in the Revolving Loan and Security
Agreement. Payments of both principal and interest are to be made in lawful
money of the United States of America.
This Note evidences indebtedness incurred under, and is entitled to the
benefits of, a Revolving Loan and Security Agreement dated as of October 2, 1998
(herein, as amended, supplemented or otherwise modified, called the "Revolving
Loan and Security Agreement"), between Borrower and Bank, to which Revolving
Loan and Security Agreement reference is hereby made for a statement of the
terms and provisions under which this Note may be paid prior to its due date or
its due date accelerated. Terms used but not otherwise defined herein are used
herein as defined in the Revolving Loan and Security Agreement.
This Note is secured pursuant to the Revolving Loan and Security
Agreement and reference is hereby made to such Revolving Loan and Security
Agreement for a description of the collateral securing this Note and the rights
of the holder of this Note with respect thereto.
In addition to, and not in limitation of the foregoing and the
provisions of the Revolving Loan and Security Agreement, Xxxxxxxx further
agrees, subject only to any limitation imposed by applicable law, to pay all
expenses, including reasonable attorneys' fees and legal expenses, incurred by
the holder of this Note in endeavoring to collect any amounts payable hereunder
which are not paid when due, whether by acceleration or otherwise.
If any provision of this Note or the application thereof to any party or
circumstances is held invalid or unenforceable, the remainder of this Note and
the application of such
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provision to other parties or circumstances will not be affected thereby and the
provisions of this Note shall be severable in any such instance.
This Note is submitted by Borrower to Bank at Bank's place of business
in Chicago, Illinois and shall be deemed to have been made thereat. Presentment,
demand, notice of dishonor and protest are hereby waived.
This Note shall be governed and controlled by the internal laws of the
State of Illinois, without regard to principles of conflicts of law.
UNIVERSAL ELECTRONICS INC.
ATTEST: /s/ [SIGNATURE ILLEGIBLE]
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Secretary
By: /s/ XXXX XXXXXX
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Name: XXXX XXXXXX
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Title: PRESIDENT, COO
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