Exhibit 10.3
TERM NOTE
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Manchester, New Hampshire
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$6,500,000.00
U.S.
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March 30, 2007
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FOR VALUE RECEIVED, the undersigned,
MICRONETICS, INC., a Delaware corporation with an executive office
at 26 Hampshire Drive, Hudson, New Hampshire 03051 (the
“Borrower”), hereby promises to pay to the order of
CITIZENS BANK NEW HAMPSHIRE, a guaranty savings bank chartered
under the laws of the State of New Hampshire, with a place of
business at 875 Elm Street, Manchester, New Hampshire 03101 (the
“Bank”), at such office, or such other place or places
as the holder hereof may designate in writing from time to time
hereafter, in lawful currency of the United States of America and
in immediately available funds, the principal sum of SIX MILLION
FIVE HUNDRED THOUSAND and 00/100 DOLLARS ($6,500,000.00), pursuant
and subject to the terms, conditions, and limitations of this Note
and the Commercial Loan Agreement dated of even date among the
Borrower, the Guarantors, and the Bank, as the same may be amended
and/or restated from time to time hereafter ( the “Loan
Agreement”), together with interest thereon, all as provided
in the Loan Agreement and herein below. All payments shall be made
without counterclaim or setoff, and free and clear of, and without
any deduction or withholding for, any taxes or other
payments.
The Borrower’s “Debit
Balance” (sometimes hereinafter referred to as the
“Loan”) shall mean the debit balance in an account on
the books of the Bank, maintained in the form of a ledger card,
computer records or otherwise in accordance with the Bank’s
customary practice and appropriate accounting procedures wherein
there shall be recorded the date and the principal amount advanced
by the Bank to the Borrower hereunder, each principal payment made
by the Borrower to the Bank hereunder, and all other appropriate
debits and credits. The Bank shall render to the Borrower a
statement of account with respect thereto on a monthly basis. The
statement shall be considered correct and accepted by the Borrower,
unless Borrower notifies the Bank to the contrary within thirty
(30) days after the date of mailing.
The holder of this Note is entitled
to all of the benefits and rights, and is subject to all of the
obligations, of the Bank under the Loan Agreement. However, neither
this reference to the Loan Agreement nor any provision thereof
shall impair the absolute and unconditional obligation of the
Borrower to pay the principal and interest of this Note as herein
provided. Terms not otherwise defined herein shall have the
meanings ascribed to them in the Loan Agreement. This Note is
identified in the Loan Agreement as the “Term
Note”.
This Note evidences the
Borrower’s continuing obligation to pay the Debit Balance
(identified as the “Term Loan” in the Loan Agreement),
plus interest and any other applicable charges as determined from
time to time.
Borrower shall repay to holder of
this Note the principal amount hereof in twenty
(20) consecutive quarterly installments each in the amount of
Three Hundred Twenty Five Thousand and 00/100 Dollars
($325,000.00). Each such quarterly installment shall be due and
payable by
Citizens/Micronetics – Term
Note
Borrower to the holder of this Note on or before
the first Business Day of each January, April, July, and October
hereafter until the Debit Balance is paid in full. Interest hereon
shall accrue and be paid until the Debit Balance is paid in full at
such interest rates and at such times, and pursuant to such
calculations, as are specified in the Loan Agreement, the terms of
which are hereby incorporated here