EXHIBIT 10.5
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REVOLVING NOTE
$17,500,000.00 Manchester, New Hampshire October 15, 2003
FOR VALUE RECEIVED, PRESSTEK, INC, a Delaware corporation
having its chief executive offices at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ (the "Borrower") HEREBY PROMISES TO PAY to the order of KEYBANK NATIONAL
ASSOCIATION ("Lender"), at the offices of CITIZENS BANK NEW HAMPSHIRE, a
guaranty savings bank chartered under the laws of the State of New Hampshire
(the "Administrative Agent"), at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, 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 SEVENTEEN MILLION FIVE HUNDRED
THOUSAND DOLLARS ($17,500,000.00) or, if less, the aggregate unpaid amount of
all Revolving Credit Advances made to the Borrowers under the Credit Agreement
(as hereinafter defined) by ▇▇▇▇▇▇. All capitalized terms used but not otherwise
defined herein have the meanings given to them in the Credit Agreement.
This Revolving Note is one of the Revolving Notes issued
pursuant to that certain Credit Agreement dated as of October 15, 2003, by and
among the Borrower, Lasertel Inc., as "Guarantor", Administrative Agent, 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 referred to therein. 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 Revolving Credit Advance made by Lender to the
Borrower, the rates 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 the Borrower to make a payment
when due of any amount owing under the Credit Agreement or this Note in respect
of the Revolving Credit Advances made by Lender to the Borrower.
This Revolving Note, together with each of the other Revolving
Notes of even date herewith executed by ▇▇▇▇▇▇▇▇ (the "Other Notes"), is in
substitution for the Replacement Revolving Note in the principal amount of
$16,000,000 issued by the Borrower on October 15, 2002 to Citizens Bank New
Hampshire (the "Prior Note"). The principal balance outstanding under the Prior
Note shall continue in all respects to be outstanding hereunder and under each
of the Other Notes, and this Revolving Note shall not be deemed to evidence a
novation or payment and refunding of that outstanding principal balance.
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 hereon 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 Revolving 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
Revolving 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 Revolving Note. Demand,
presentment, protest and notice of nonpayment and protest are hereby waived by
the Borrower.
Except as provided in the Credit Agreement, this Revolving
Note may not be assigned by Lender to any Person.
Upon receipt of an affidavit of an officer of ▇▇▇▇▇▇ 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 REVOLVING 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 Revolving Note as of the date first set forth above.
BORROWER:
PRESSTEK, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Witness ▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President -
Finance/Chief Financial Officer
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