EXHIBIT 10(f)
UNSECURED COMMITTED REVOLVER PROMISSORY NOTE
$8,000,000.00 May 1, 1997
Principal Sum Boston, Massachusetts
FOR VALUE RECEIVED, the undersigned APPLIED SCIENCE AND TECHNOLOGY,
INC., a Delaware corporation (hereinafter called the "BORROWER") hereby promises
to pay to the order of STATE STREET BANK AND TRUST COMPANY, a Massachusetts
trust company (hereinafter called the "BANK") at the office of the Bank located
at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or such other places as the
holder hereof shall designate, EIGHT MILLION AND 00/100 ($8,000,000.00) DOLLARS,
or, if less, the aggregate unpaid principal amount of all loans made by the Bank
to the Borrower, together with interest commencing on June 1, 1997 on unpaid
balances as follows: (i) on Prime Rate Loans pursuant to that certain Unsecured
Committed Revolver Loan Agreement, dated as of the date hereof, between the
Borrower and the Bank (the "REVOLVER AGREEMENT"), at the Prime Rate (as defined
below) payable monthly in arrears on the first day of each calendar month; (ii)
on Market Rate Loans (as defined in the Revolver Agreement) at the Market Rate
(as defined below) plus one hundred and fifty basis points (1.50%) payable
monthly in arrears on the first of each month until the sooner of Maturity (as
defined in the Revolver Agreement). Notwithstanding the foregoing, all loans
made by Bank for the Borrower hereunder shall be due and payable with all
interest hereon (if any) on the Expiration (as defined in the Revolver
Agreement). Interest based upon the Prime Rate shall fluctuate based upon the
Bank's Prime Rate in effect from time to time. Each change in the Prime Rate of
interest shall take effect simultaneously with the corresponding change in such
Prime Rate. "PRIME RATE" shall mean the rate of interest announced by the Bank
in Boston from time to time as its "Prime Rate". "MARKET RATE" shall mean the
fixed rate of interest quoted by the Bank on the date a Market Rate Loan is made
by the Bank (in its sole discretion), which rate shall be determined solely by
the Bank based upon the Bank's cost of funds. After acceleration, or maturity,
interest shall accrue and be payable at the Prime Rate plus Four (4%) Percent
per annum. Any rate of interest set forth herein shall be calculated on the
basis of actual days elapsed and a 360-day year.
All loans hereunder and all payments on account of principal and
interest hereof shall be recorded by the Bank and, prior to any transfer hereof,
endorsed on a grid on the last page of this Note. The entries on the records of
the Bank (including any appearing on this Note) shall be prima facie evidence of
amounts outstanding hereunder.
Prime Rate Loans, as defined in the Revolver Agreement, may be prepaid
without premium or penalty. In the event that less than the total outstanding
balance is prepaid, payments shall first be applied to outstanding charges, if
any, then to
-1-
interest, with the balance to principal to be applied to the next principal
installments(s) due or in the inverse order of maturity, at the option of the
Borrower to be exercised in writing. If no written direction is given, then said
payment shall be applied to principal in the inverse order of maturity. In the
event any Market Rate Loan (as defined in the Revolver Agreement) is prepaid in
part or in whole, such prepayment shall be made together with the applicable
amounts computed as provided in the Revolver Agreement. In the event that less
than the total outstanding balance is prepaid, payments shall first be applied
to outstanding charges, if any, then to interest, with the balance to principal.
If any one or more of the Events of Default, as defined in the Revolver
Agreement, shall occur, the entire unpaid principal amount of this Note and all
of the unpaid interest accrued thereon may become or be declared due and payable
in the manner and with the effect provided in the Revolver Agreement.
Any deposits or other sums at any time credited by or due from the
holder to any maker, endorser or guarantor hereof in the possession of the
holder may at all times be held and treated as collateral security for the
payment of this Note. The holder may apply or set off such deposits or other
sums against said liabilities at any time in the case of the maker, but only
with respect to matured liabilities in the case of any endorser or guarantor.
No delay or omission on the part of the holder in exercising any right
hereunder shall operate as a waiver of such right or of any other right under
this Note. A waiver on any one occasion shall not be construed as a bar to or
waiver of any such right and/or remedy on any future occasions.
Every maker, endorser and guarantor of this Note, or of the obligation
represented hereby, waives presentment, demand, notice, protest, and all other
demands and notices in connection with the delivery, acceptance, performance,
default or enforcement of this Note, assents to any substitution, exchange or
release of collateral, and/or to the addition or release of any other party or
person primarily or secondarily liable.
The undersigned will pay all reasonable expenses of every kind of the
enforcement of this Note, or of any of the rights hereunder, and xxxxxx agrees
to pay to the holder on demand the amount of any and all such expenses incurred
by it. After deducting all reasonable legal or other expenses and costs of
collection of this Note and all costs of storage, custody, sale and delivery of
collateral held hereunder, the residue of any proceeds of collection or sale
shall be applied to the payment of principal or interest on this Note or on any
or all the other liabilities aforesaid, due or to become due, in such order of
preference as the holder shall determine, proper allowance for interest on
liabilities not then being made, and any over surplus shall be returned to
undersigned.
-2-
As herein used, the word "holder" shall mean the payee, or other
endorsee of this Note, or bearer if it is at the time payable.
This Note shall take effect as a sealed instrument and shall be
governed by the laws of The Commonwealth of Massachusetts.
THE BORROWER WAIVES ANY RIGHT TO TRIAL BY JURY THE BORROWER MAY HAVE IN
ANY ACTION OR PROCEEDING, IN LAW OR EQUITY, IN CONNECTION WITH THIS NOTE. THE
BORROWER AND THE BANK HEREBY KNOWINGLY AND VOLUNTARILY AND INTENTIONALLY WAIVE
ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER,
OR IN CONNECTION WITH THIS NOTE. THE BORROWER HEREBY CERTIFIES THAT NO
REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT THE BANK WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS WAIVER
OF RIGHT TO JURY TRIAL PROVISION. THE BORROWER ACKNOWLEDGES THAT THE BANK HAS
BEEN INDUCED TO ENTER INTO THE BANK'S LENDING RELATIONSHIP WITH THE BORROWER BY,
AMONG OTHER THINGS, THE PROVISIONS OF THIS PARAGRAPH.
IN WITNESS WHEREOF, this Note has been duly executed and delivered as
an instrument under seal as of the day and year first written above.
APPLIED SCIENCE AND TECHNOLOGY, INC.
____________________________ By:_______________________________
Witness Xxxx X. Xxxxx
Its: Senior Vice President and
Chief Financial Officer
