SECURED REVOLVING CREDIT NOTE
$6,000,000.00
For value received, the undersigned promises to pay, on the Expiration Date
(as defined in the Business Lean Agreement executed herewith), to the order of
▇▇▇▇▇ Leasing Technologies, Inc. (BLT) (the "Lender") at the main office of
the Lender in Waltham, Massachusetts, the principal sum of Six Million
($6,000,000.00) Dollars, or such lesser amount as may be advanced hereunder
and remain outstanding at such time, and to pay interest (calculated on the
basis of a 360-day year for the actual number of days elapsed) from the date
hereof on the outstanding principal balance at a rate of twenty percent (20%)
per annum. Such interest to be payable in arrears on the 30th day each month
commencing August 30, 1997. Overdue principal and, to the extent permitted by
law, overdue interest, shall bear interest, payable on demand, at the rate of
twenty-two percent (22%) per annum. All advances under this Note and all
repayments of principal shall be endorsed by the holder on the schedule to
this Note or otherwise noted in ▇▇▇▇▇▇'s books and records. Until demand, all
amounts repaid may be reborrowed as and to the extent permitted in a Business
Loan Agreement between the undersigned and the Lender of even date (the "Loan
Agreement").
If the Lender shall not have offered to extend the Expiration Date and if no
material default shall have occurred and be continuing on the Expiration Date,
then at the option of the Borrower the unpaid principal balance of the
Revolving Credit Loans shall be payable in eighteen (18) equal consecutive
monthly installments on the first day of each month, commencing on the First
day of the month following the Expiration Date, with the unpaid principal
balance, together with all unpaid interest thereon and all fees and other
amounts due with respect thereto, due and payable in full on the Conversion
Term Loan Maturity Date.
Any deposits or other sums at any time credited by or due from the Lender to
the undersigned and any securities or other property of the undersigned now or
hereafter in the possession of the Lender for any purpose shall constitute
collateral security for payment of the Note. Regardless of the adequacy of any
other collateral, any deposits or other sums credited or due from the Lender
may be applied to or set off against the obligations of the undersigned under
this Note.
The undersigned and every endorser anal guarantor waives presentment, demand;
notice, protest, and all other demands and notices in connection with the
delivery, acceptance, performance, default or enforcement of this Note or of
any collateral, and assents to any extension or postponement of the time of
payment or any other indulgence under this Note, or with respect to any
collateral, to any substitution, exchange or release of any collateral, or the
addition or release of any other party primarily or secondarily liable
hereunder.
No delay or omission of the holder in exercising any right hereunder shall
operate as a waiver of such right or any other right under this Note. No
waiver of any right shall be effective unless in writing and signed by the
holder. A waiver on one occasion shall not be construed as a bar or waiver of
any such right on any future occasion.
The undersigned shall pay on demand all costs and expenses (including
reasonable attorneys' fees and disbursements) paid or incurred by the holder
in enforcing this Note on default.
This Note is secured pursuant to a Security Agreement, of even date, as
amended and supplemented from time to time, and is subject to the terms of the
Loan Agreement.
This Note has been made in, and shall be construed in accordance with the laws
of the Commonwealth of Massachusetts and the obligations, rights and remedies
of the parties hereunder shall be determined in accordance with the internal
laws of the Commonwealth of Massachusetts, without regard to any conflicts of
laws provisions and shall take effect as an instrument under seal. ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT SHALL BE BROUGHT IN ANY
STATE OR FEDERAL COURT LOCATED IN THE COMMONWEALTH OF MASSACHUSETTS
EXCLUSIVELY AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE PARTIES
IRREVOCABLY CONSENT EACH FOR ITSELF AND LV RESPECT OF ITS PROPERTY, TO THE
JURISDICTION OF THOSE COURTS. THE PARTIES IRREVOCABLY WAIVE ANY OBJECTION.
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM N0N CONVENIENS, WHICH EITHER MAY NOW OR HEREAFTER HAVE TO THE BRINGING
OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS NOTE OR
ANY DOCUMENT RELATED HERETO, AND AGREE THAT ANY FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER
JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
THE PARTIES WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS
NOTE OR THE AGREEMENTS RELATED THERETO.
WITNESS COOPERATIVE IMAGES, INC. and ELECTIVE INVESTMENTS, INC.
BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Chief Executive Officer
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇