EXHIBIT 10.8
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SWING LINE NOTE
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$1,000,000.00 Manchester, New Hampshire October 15, 2003
FOR VALUE RECEIVED, PRESSTEK, INC, a Delaware corporation having its chief
executive offices at 00 Xxxxxxxxx Xxxxx, Xxx Xxxxxxxxx 00000 (the "Borrower")
HEREBY PROMISES TO PAY to the order of CITIZENS BANK NEW HAMPSHIRE, a guaranty
savings bank chartered under the laws of the State of New Hampshire ("Swing Line
Lender"), at the offices of CITIZENS BANK NEW HAMPSHIRE (as "Administrative
Agent") at 000 Xxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxxxxx 00000, or at such other
place as Administrative Agent may designate from time to time in writing, in
lawful money of the United States of America and in immediately available funds,
the amount of ONE MILLION DOLLARS ($1,000,000.00) or, if less, the aggregate
unpaid amount of all Swing Line Advances made to the undersigned under the
"Credit Agreement" (as hereinafter defined). All capitalized terms used but not
otherwise defined herein have the meanings given to them in the Credit Agreement
(as hereinafter defined).
This Swing Line Note is issued pursuant to that certain Credit Agreement
dated as of October 15, 2003, by and among Borrower, Lasertel Inc., as
"Guarantor", Administrative Agent, Swing Line Lender and the other Persons
signatory thereto from time to time as Lenders (including all annexes, exhibits
and schedules thereto and as from time to time amended, restated, supplemented
or otherwise modified, the "Credit Agreement"), and is entitled to the benefit
and security of the Credit Agreement, the Collateral Documents, and all of the
other Loan Documents. Reference is hereby made to the Credit Agreement for a
statement of all of the terms and conditions under which the Loans evidenced
hereby are made and are to be repaid. The date and amount of each Swing Line
Advance made by Swing Line Lender to Borrower, the rate of interest applicable
thereto and each payment made on account of the principal thereof, shall be
recorded by Administrative Agent on its books; provided that the failure of
Administrative Agent to make any such recordation shall not affect the
obligations of Borrower to make a payment when due of any amount owing under the
Credit Agreement or this Swing Line Note in respect of the Swing Line Advances
made by Swing Line Lender to Borrower.
The principal amount of the indebtedness evidenced hereby shall be payable
in the amounts and on the dates specified in the Credit Agreement, the terms of
which are hereby incorporated herein by reference. Interest thereon shall be
paid until such principal amount is paid in full at such interest rates and at
such times, and pursuant to such calculations, as are specified in the Credit
Agreement.
If any payment on this Swing Line Note becomes due and payable on a day
other than a Business Day the maturity thereof shall be extended to the next
succeeding Business Day and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension.
Upon and after the occurrence of any Event of Default, this Swing Line Note
may, as provided in the Credit Agreement, and without demand, notice or legal
process of any kind, be declared, and immediately shall become, due and payable.
Time is of the essence of this Swing Line Note. Demand, presentment,
protest and notice of nonpayment and protest are hereby waived by the Borrower.
Upon receipt of an affidavit of an officer of Xxxxxx as to the loss, theft,
destruction or mutilation of the Note or any other security document which is
not of public record, and, in the case of any such loss, theft, destruction or
mutilation, upon cancellation of such Note or other security document, Borrower
will issue, in lieu thereof, a replacement note or other security document in
the same principal amount thereof and otherwise of like tenor.
THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW HAMPSHIRE APPLICABLE TO CONTRACTS MADE AND
PERFORMED IN THAT STATE.
IN WITNESS WHEREOF, the Borrower has executed and delivered this Swing Line
Note as of the date first set forth above.
BORROWER:
PRESSTEK, INC.
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxx
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Witness Xxxxx X. Xxxxx, Vice President -
Finance/Chief Financial Officer
