Exhibit 4.23
CAPITAL ACQUISITIONS TERM LOAN
NOTE
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$2,260,000.00
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May 30, 2008
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Roanoke, Virginia
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Note #164291
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FOR VALUE RECEIVED, OPTICAL CABLE
CORPORATION, a Virginia corporation and SUPERIOR MODULAR PRODUCTS
INCORPORATED, a Delaware corporation (each individually with
respect to itself, jointly and severally, and collectively, the
“Borrower”), hereby promises to pay to the order of
VALLEY BANK, a Virginia banking corporation, its affiliates and
their successors and assigns (the “Bank”) at its Head
Office, in lawful money of the United States and in immediately
available funds, the principal amount of up to TWO MILLION TWO
HUNDRED SIXTY THOUSAND AND NO/100 DOLLARS ($2,600,000.00), or such
sum as may be advanced and outstanding from time to time, and to
pay interest from the date of this note (herein referred to as the
“Note”) on the unpaid principal amount outstanding
under this Note, in like money, at the time, in amounts, and at the
rate per annum as provided in Section 3.1(d) of the Credit
Agreement of even date herewith between the Borrower and the Bank,
as modified, replaced or restated (the “Credit
Agreement”).
This Note is referred to as the
Capital Acquisitions Term Loan Note in the Credit Agreement. The
Credit Agreement contains, among other things, provisions for
acceleration of the maturity of this Note upon the happening of
certain stated events and for prepayments on account of the
principal of this Note prior to maturity of this Note upon the
terms and conditions specified in the Credit Agreement.
Capitalized terms contained in this
Note which are not otherwise defined herein shall have the meaning
ascribed to them in the Credit Agreement.
This Note is governed by and subject
to additional terms and conditions of the Credit Agreement and is
secured by the Collateral described in the Credit Agreement and the
other Loan Documents, reference to which is hereby made for a
description of the Collateral and the rights of the Borrower and
the Bank with respect to the Collateral and the remedies of the
Bank pertaining thereto. In the event of a conflict between any
term or condition contained in this Note and the Credit Agreement,
such term or condition of the Credit Agreement shall control. The
proceeds of any Collateral may be applied against the liabilities
of the Borrower to the Bank as provided in the Loan
Documents.
If an Event of Default occurs, the
Bank shall have the option to exercise all of the rights and
remedies provided in the Credit Agreement. To the extent permitted
by law, upon default, the Bank reserves the right, in addition to
all other remedies permitted by law or in the Credit Agreement, to
set off the amount due under this Note or due under any other
obligation to the Bank against any and all accounts, whether
checking or savings or otherwise, credits, money, stocks, bonds or
other security or property of any nature whatsoever on deposit
with, held by, owned by, or in the possession of, the Bank, or any
of its affiliates to the credit of or for the account of the
Borrower or any other party to the Credit Agreement, without notice
to or consent by the Borrower or any such party. The remedies
provided in this Note, the Credi
