EXHIBIT 10h
FIRST ALLONGE TO $4,000,000.00 PROMISSORY NOTE
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This Allonge to $4,000,000.00 Demand Promissory Note (this "Allonge")
is made and entered into as of June 29, 1998, by and between STATE STREET BANK
AND TRUST COMPANY (the "BANK") and QC OPTICS, INC. (the "Borrower") and is
firmly affixed to and made a part of that certain Promissory Note of the
Borrower payable to the order of the Bank, dated December March 29, 1996 and
issued in the original principal amount of $4,000,000.00 (the "Note").
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which are hereby acknowledged, the Borrower and the Bank hereby agree that the
Note is hereby amended as set forth below. Capitalized terms used but not
defined herein shall have the meaning set forth in the Note.
1. The text of the Note is hereby deleted in its entirety and replaced
with the following in its place:
"$2,000,000.00 June 29, 1998
Principal Sum Boston, Massachusetts
FOR VALUE RECEIVED, the undersigned QC OPTICS, 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 ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other places as the holder
hereof shall designate, TWO MILLION AND 00/100 ($2,000,000.00) DOLLARS, or, if
less, the aggregate unpaid principal amount of all loans made by the Bank to the
Borrower, together with interest commencing on July 1, 1998 on unpaid balances
as follows on all Loans pursuant to and as defined in that certain Amended and
Restated Credit Agreement, dated as of June 29, 1998, between the Borrower and
the Bank (the "Agreement"), at the Prime Rate (as defined below) payable monthly
in arrears on the first day of each calendar month until Maturity (as defined in
the Agreement). Notwithstanding the foregoing, all loans made by Bank for the
Borrower hereunder shall be due and payable with all interest hereon at the
sooner of Maturity or acceleration pursuant to the terms hereof. 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". 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.
Loans, as defined in the 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
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.
If any one or more of the Events of Default, as defined in the
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
by the holder in the manner and with the effect provided in the 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 hereby 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
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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.
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."
2. All references to the Note and any other instrument or document
delivered in connection therewith to the "Note" or "Promissory Note" shall be
deemed to mean the Note as amended by this Allonge.
3. As hereby amended, the Note is hereby ratified and confirmed in all
respects.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEROF, THE EXECUTION hereof as an instrument under seal as of the
date first set forth above and shall be governed by the laws of the Commonwealth
of Massachusetts.
QC OPTICS, INC.
Attest:
By:
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Its: President
