Exhibit 10.1
REVOLVING TERM NOTE
April 20, 2009
$500,000.00
For value received, the undersigned The Dewey Electronics
Corporation, a
New York corporation, with an address of 27 Muller Road, Oakland,
New
Jersey 07436 (the "Borrower"), promises to pay to the order of TD
Bank,
NA., a National banking association with an address of 1100 Lake
Street,
Ramsey, New Jersey 07446 (together with its successors and assigns,
the
"Bank"), the principal amount of Five Hundred Thousand Dollars and
Zero
Cents ($500,000.00), or, if less, such amount as may be the
aggregate
unpaid principal amount of all loans or advances made by the Bank
to the
Borrower pursuant hereto, on or before May 5,2010 (the "Maturity
Date")
unless extended in writing by the Bank in its sole and absolute
discretion, together with interest from the date hereof on the
unpaid
principal balance from time to time outstanding until paid in full.
The
aggregate principal balance outstanding shall bear interest thereon
at a
per annum rate equal to One Percent (1.00%) above the Wall Street
Journal
Prime Rate (as hereinafter defined). All accrued and unpaid
interest
shall be payable monthly in arrears on the 15th day of each
month,
commencing on June 5, 2009.
Notwithstanding anything to the contrary in this Note, the interest
rate
on this Note is limited by a floor as follows: the minimum interest
rate
(i.e. floor) is 4.25%.
Wall Street Journal Prime Rate means the highest rate published
from time
to time by the Wall Street Journal as the Prime Rate, or, in the
event
the Wall Street Journal ceases publication of the Prime Rate, the
base,
reference or other rate then designated by the Bank, in its
sole
discretion, for general commercial loan reference purposes, it
being
understood that such rate is a reference rate, not necessarily
the
lowest, established from time to time, which serves as the basis
upon
which effective interest rates are calculated for loans making
reference
thereto.
The effective interest rate applicable to the Borrower's loans
evidenced
hereby shall change on the date of each change in the Wall Street
Journal
Prime Rate.
Principal and interest shall be payable at the Bank's main office
or at
such other place as the Bank may designate in writing in
immediately
available funds in lawful money of the United States of America
without
set-off, deduction or counterclaim. Interest shall be calculated on
the
basis of actual number of days elapsed in a 360-day year.
This Note is a revolving note and, subject to the foregoing and
in
accordance with the provisions hereof and of any and all other
agreements
between the Borrower and the Bank related hereto, the Borrower may,
at
its option, borrow, pay, prepay and reborrow hereunder at any time
prior
to the Maturity Date or such earlier date as the obligations of
the
Borrower to the Bank under this Note, and any other agreements
between
the Bank and the Borrower related hereto, shall become due and
payable,
or the obligation of the Bank to extend financial accommodations to
the
Borrower shall terminate; provided, however, that in any event
the
principal balance outstanding hereunder shall at no time exceed the
face
amount of this Note. This Note shall continue in full force and
effect
until all obligations and liabilities evidenced by this Note are
paid in
full and the Bank is no longer obligated to extend financial
accommodations to the Borrower, even if, from time to time, there
are no
amounts outstanding respecting this Note.
At the option of the Bank, this Note shall become immediately due
and
payable without notice or demand upon the occurrence at any time of
any
of the following events of default (each, an "Event of Default'):
(1)
default of any liability, obligation, covenant or undertaking of
the
Borrower, any endorser or any guarantor hereof to the Bank,
hereunder or
otherwise, including, without limitation, failure to pay in full
and when
due any installment of principal or interest or default of the
Borrower,
any endorser or any guarantor hereof under any other loan
document
delivered by the Borrower, any endorser or any guarantor, or in
connection with the loan evidenced by this Note or any other
agreement by
the Borrower, any endorser or any guarantor with the Bank; (2)
failure of
the Borrower, any endorser or any guarantor hereof to maintain
aggregate
collateral security value satisfactory to the Bank; (3) default of
any
material liability, obligation or undertaking of the Borrower,
any
endorser or any guarantor hereof to any other party; (4) if any
statement, representation or warranty heretofore, now or hereafter
made
by the Borrower, any endorser or any guarantor hereof in connection
with
the loan evidenced by this Note or in any supporting financial
statement
of the Borrower, any endorser or any guarantor hereof shall be
determined
by the Bank to have been false or misleading in any material
respect when
made; (5) if the Borrower, any endorser or any guarantor hereof is
a
corporation, trust, partnership or limited liability company,
the
liquidation, termination or dissolution of any such organization,
or the
merger or consolidation of such organization into another entity,
or its
ceasing to carry on actively its present business or the
appointment of a
receiver for its property; (6) the death of the Borrower, any
endorser or
any guarantor hereof and, if the Borrower, any endorser or any
guarantor
hereof is a partnership or limited liability company, the death of
any
partner or member; (7) the institution by or against the Borrower,
any
endorser or any guarantor hereof of any proceedings under the
Bankruptcy
Code 11 USC SS101 et seq. or any other law in which the Borrower,
any
endorser or any guarantor hereof is alleged to be insolvent or
unable to
pay its debts as they mature, or the making by the Borrower, any
endorser
or any guarantor hereof of an assignment for the benefit of
creditors or
the granting by the Borrower, any endorser or any guarantor hereof
of a
trust mortgage for the benefit of creditors; (8) the service upon
the
Bank of a writ in which the Bank is named as trustee of the
Borrower, any
endorser or any guarantor hereof; (9) a judgment or judgments for
the
payment of money, in excess of $10,000.00, shall be rendered
against the
Borrower, any endorser or any guarantor hereof, and any such
judgment
shall remain unsatisfied and in effect for any period of thirty
(30)
consecutive days without a stay of execution; (10) any levy,
lien
(including mechanics lien) except as permitted under any of the
other
loan documents between the Bank and the Borrower, seizure,
attachment,
execution or similar process shall be issued or levied on any of
the
property of the Borrower, any endorser or any guarantor hereof;
(11) the
termination or revocation of any guaranty hereof; or (12) the
occurrence
of such a change in the condition or affairs (financial or
otherwise) of
the Borrower, any endorser or any guarantor hereof, or the
occurrence of
any other event or circumstance, such that the Bank, in its
sole
discretion, deems that it is insecure or that the prospects for
timely or
full payment or performance of any obligation of the Borrower,
any
endorser or any guarantor hereof to the Bank has been or may be
impaired.
Any payments received by the Bank on account of this Note shall, at
the
Bank's option, be applied to any accrued unpaid interest, then
to
outstanding and due amounts of principal; then to any required
escrow
payment if applicable; then to any debt protection insurance
premium if
applicable; and then to any late charges. Notwithstanding the
foregoing,
any payments received after the occurrence and during the
continuance of
an Event of Default shall be applied in such manner as the Bank
may
determine. The Borrower hereby authorizes the Bank to charge any
deposit
account which the Borrower may maintain with the Bank for any
payment
required hereunder without prior notice to the Borrower.
The Borrower hereby authorizes Bank to charge checking account
number
3453917839 at Bank (or such other account maintained by the
Borrower at
Bank as the Borrower shall designate by written notice to the Bank)
(the
"Deposit Account") to satisfy the monthly payments due and payable
to
Bank hereunder. Bank is hereby authorized to charge the Deposit
Account
on each charge date or, if any charge date shall fall on a
Saturday,
Sunday or legal holiday, then on the first (1st) business day
immediately
preceding any such charge date until the Note shall be paid in
full.
The Borrower agrees to maintain sufficient funds in the Deposit
Account
to satisfy the payment due Bank under the Note on each charge date
during
the term of the loan. If sufficient funds are not available in
the
Deposit Account on any charge date to pay the amounts then due
and
payable under this Note, Bank, in its sole discretion, is
authorized to:
(a) charge the Deposit Account for such lesser amount as shall then
be
available; and/or (b) charge the Deposit Account on such later date
or
dates that funds shall be available in the Deposit Account to
satisfy the
payment then due (or balance of such payment then due).
Notwithstanding
the foregoing, the Borrower shall only be entitled to receive
credit in
respect of any payments of principal and interest due under this
Note for
funds actually received by Bank as a result of any such charges
to
