EXHIBIT 10.2
REVOLVING CREDIT NOTE
$7,000,000 March 20, 2002
FOR VALUE RECEIVED and intending to be legally bound, the undersigned,
BLONDER TONGUE LABORATORIES, Inc., a Delaware corporation, ("Borrower"),
promises to pay, in lawful money of the United States of America, to the order
of COMMERCE BANK, N.A. ("Lender"), at 0000 Xxxxx 00 Xxxx, Xxxxxx Xxxx, Xxx
Xxxxxx 00000, the maximum aggregate principal sum of Seven Million Dollars
($7,000,000) or such lesser sum which represents the principal balance
outstanding under the Revolving Credit established pursuant to the provisions of
that certain Loan and Security Agreement dated of even date herewith, between
Borrower and Lender (as it may be supplemented, restated, superseded, amended or
replaced from time to time, "Loan Agreement"). The outstanding principal balance
hereunder shall be payable in accordance with the terms of the Loan Agreement.
The actual amount due and owing from time to time hereunder shall be evidenced
by Xxxxxx's records of receipts and disbursements with respect to the Revolving
Credit, which shall, in the absence of manifest error, be conclusive evidence of
the amount. All capitalized terms used herein without further definition shall
have the respective meanings ascribed thereto in the Loan Agreement.
Xxxxxxxx further agrees to pay interest on the outstanding principal
balance hereunder from time to time at the per annum rates set forth in the Loan
Agreement. Interest shall be calculated on the basis of a year of 360 days but
charged for the actual number of days elapsed, and shall be due and payable as
set forth in the Loan Agreement.
This Revolving Credit Note is that certain Revolving Credit Note referred
to in the Loan Agreement.
If an Event of Default occurs and is continuing under the Loan Agreement,
the unpaid principal balance of this Revolving Credit Note along with all
accrued and unpaid interest and unpaid Expenses shall become, or may be
declared, immediately due and payable as provided in the Loan Agreement. The
obligations evidenced by this Revolving Credit Note are secured by the
Collateral.
This Revolving Credit Note may be prepaid only in accordance with the terms
and conditions of the Loan Agreement.
Borrower hereby waives protest, demand, notice of nonpayment and all other
notices in connection with the delivery, acceptance, performance or enforcement
of this Revolving Credit Note.
This Revolving Credit Note shall be governed by and construed in accordance
with the substantive laws of the jurisdiction set forth in Section 9.1 of the
Loan Agreement. The provisions of this Revolving Credit Note are to be deemed
severable and the invalidity or unenforceability
of any provision shall not affect or impair the remaining provisions of this
Revolving Credit Note which shall continue in full force and effect. No
modification hereof shall be binding or enforceable against Lender unless
approved in writing by Xxxxxx.
BORROWER (AND LENDER BY ITS ACCEPTANCE HEREOF) HEREBY WAIVES ANY AND ALL
RIGHTS IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION ARISING
WITH RESPECT TO RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO OR UNDER THE LOAN
DOCUMENTS OR WITH RESPECT TO ANY CLAIMS ARISING OUT OF ANY DISCUSSIONS,
NEGOTIATIONS OR COMMUNICATIONS INVOLVING OR RELATED TO ANY PROPOSED RENEWAL,
EXTENSION, AMENDMENT, MODIFICATION, RESTRUCTURE, FORBEARANCE, WORKOUT, OR
ENFORCEMENT OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS.
IN WITNESS WHEREOF, and intending to be legally bound hereby, Xxxxxxxx has
executed these presents the day and year first above written.
BLONDER TONGUE LABORATORIES, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President and CEO
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