Exhibit 4.3
REVOLVING NOTE
(Enhanced Memory Systems, Inc.)
$3,000,000 Denver, Colorado
March 31, 2003
For value received, the undersigned, ENHANCED MEMORY SYSTEMS, INC., a
Delaware corporation ("EMS"), and RAMTRON INTERNATIONAL CORPORATION, a
Delaware corporation (each, a "Borrower"), hereby promise, jointly and
severally, to pay on the Termination Date under the Credit Agreement (defined
below), to the order of XXXXX FARGO BUSINESS CREDIT, INC., a Minnesota
corporation (the "Lender"), at its main office in Minneapolis, Minnesota, or
at any other place designated at any time by the holder hereof, in lawful
money of the United States of America and in immediately available funds, the
principal sum of Three Million Dollars ($3,000,000) or, if less, the
aggregate unpaid principal amount of all Revolving Advances made by the
Lender to EMS under the Credit Agreement (defined below) together with
interest on the principal amount hereunder remaining unpaid from time to
time, computed on the basis of the actual number of days elapsed and a 360-
day year, from the date hereof until this Note is fully paid at the rate from
time to time in effect under the Credit and Security Agreement of even date
herewith (as the same may hereafter be amended, supplemented or restated from
time to time, the "Credit Agreement") by and between the Lender, Mushkin
Inc., and the Borrowers. The principal hereof and interest accruing thereon
shall be due and payable as provided in the Credit Agreement. This Note may
be prepaid only in accordance with the Credit Agreement.
This Note is issued pursuant, and is subject, to the Credit Agreement,
which provides, among other things, for acceleration hereof. This Note is the
EMS Revolving Note referred to in the Credit Agreement. This Note is secured,
among other things, pursuant to the Credit Agreement and the Security
Documents as therein defined, and may now or hereafter be secured by one or
more other security agreements, mortgages, deeds of trust, assignments or
other instruments or agreements.
The Borrowers shall pay all costs of collection, including reasonable
attorneys' fees and legal expenses if this Note is not paid when due, whether
or not legal proceedings are commenced.
Presentment or other demand for payment, notice of dishonor and protest
are expressly waived.
ENHANCED MEMORY SYSTEMS, INC.
By /S/ XxXxx X. Xxxxxx
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XxXxx X. Xxxxxx, Chief Financial Officer
RAMTRON INTERNATIONAL CORPORATION
By /S/ XxXxx X. Xxxxxx
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XxXxx X. Xxxxxx, Chief Financial Officer
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