Attached files
file | filename |
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EX-2.1 - EX-2.1 - GLOBECOMM SYSTEMS INC | y04738exv2w1.htm |
8-K - FORM 8-K - GLOBECOMM SYSTEMS INC | y04738e8vk.htm |
EX-10.1 - EX-10.1 - GLOBECOMM SYSTEMS INC | y04738exv10w1.htm |
EX-99.1 - EX-99.1 - GLOBECOMM SYSTEMS INC | y04738exv99w1.htm |
Exhibit 10.2
TERM LOAN NOTE
$18,000,000 | Suffolk County, New York April 7, 2011 |
FOR VALUE RECEIVED, GLOBECOMM SYSTEMS INC., a Delaware corporation (the Company) promises to
pay to the order of CITIBANK, N.A. (the Bank), on or before the April 1, 2016 (the Term Loan
Maturity Date), the principal amount of EIGHTEEN MILLION ($18,000,000) DOLLARS, in sixty (60)
consecutive monthly installments of $300,000 each, to be paid on the 1st day of each
month, commencing May 1, 2011, provided the final installment on the Term Loan Maturity Date shall
be in an amount equal to the remaining principal amount outstanding on the Term Loan Maturity Date.
The Company also promises to pay interest on the unpaid principal amount hereof from the date
hereof until paid in full at the rates and at the times which shall be determined in accordance
with the provisions of the Credit Agreement referred to below.
This Note is one of the Term Loan Notes issued pursuant to and entitled to the benefits of
the Credit Agreement dated as of March 11, 2009 by and between the Company and the Bank (as the
same may be amended, modified or supplemented from time to time, the Credit Agreement), to which
reference is hereby made for a more complete statement of the terms and conditions under which the
Term Loan evidenced hereby was made and is to be repaid. Capitalized terms used herein without
definition shall have the meanings set forth in the Credit Agreement.
Each of the Bank and any subsequent holder shall record the date, Type and amount of each Term
Loan and the date and amount of each payment or prepayment of principal of each Term Loan on the
grid schedule annexed to this Note; provided, however, that the failure of the Bank
or any holder to set forth such Term Loan, payments and other information on the attached grid
schedule shall not in any manner affect the obligation of the Company to repay the Term Loan made
by the Bank in accordance with the terms of this Note or credit the Company for payments made.
This Note is subject to optional and mandatory prepayment pursuant to Section 3.03 of the
Credit Agreement.
Upon the occurrence and during the continuance of an Event of Default, the unpaid balance of
the principal amount of this Note, together with all accrued but unpaid interest thereon, may
become, or may be declared to be, due and payable in the manner, upon the conditions and with the
effect provided in the Credit Agreement.
All payments of principal and interest in respect of this Note shall be made in lawful money
of the United States of America in immediately available funds at the office of the Bank, located
at 730 Veterans Memorial Highway, Hauppauge, New York 11788 or at such other place as shall be
designated in writing for such purpose in accordance with the terms of the Credit Agreement.
No reference herein to the Credit Agreement and no provision of this Note or the Credit
Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Note at the place, at the respective times, according
to the terms described herein and in the Credit Agreement, and in the currency herein prescribed.
The Company waives presentment, protest, demand, and notice of any kind in connection with
this Note.
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THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
IN WITNESS WHEREOF, the Company has caused this Note to be executed and delivered by its duly
authorized officer as of the day and year and at the place first above written.
GLOBECOMM SYSTEMS INC. |
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By: | /s/ David E. Hershberg | |||
Name: | David E. Hershberg | |||
Title: | Chairman |
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SCHEDULE
Date | Principal | Amount of | Notation | |||||
of | Amount of | Interest | Principal | Made | ||||
Loan | Loan | Rate | Paid | By | ||||
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