Term Note



 Exhibit 10.3 
 TERM NOTE 
  

			
	 	 	Manchester, New Hampshire
	$6,500,000.00 U.S.	 	March 30, 2007

 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
herein by reference. The entire remaining principal balance evidenced by this Note, together with all accrued and unpaid interest hereon and other charges related hereto, shall be due and payable on March 30, 2012. 
 Upon and after the occurrence of any Event of Default, this Term Note may, as provided in the Loan Agreement, and without demand, notice or legal process
of any kind, be declared, and immediately shall become, due and payable in full. 
 Time is of the essence under this Term Note. Demand,
presentment, protest and notice of nonpayment and protest are hereby waived by Borrower. 
 The payment and performance of the obligations
contained herein and in the other Loan Documents are secured by a security interest in all of Borrower’s and Guarantors’ assets and property interests granted to the Bank pursuant to the Security Agreement and other Loan Documents.

 Borrower hereby grants to Bank, a continuing lien, security interest and right of setoff as security for all liabilities and obligations
to Bank, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Bank or any entity under the control of Citizens Financial
Group and its successors and assigns or in transit to any of them. At any time after the occurrence of a Default (subject to any applicable cure period) or Event of Default, without demand or notice (any such notice being expressly waived by
Borrower), Bank may setoff the same or any part thereof and apply the same to any liability or obligation of Borrower even though unmatured and regardless of the adequacy of any other collateral securing the Loan. ANY AND ALL RIGHTS TO REQUIRE BANK
TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND
IRREVOCABLY WAIVED. 
 No delay or omission on the part of the holder in exercising any right, privilege or remedy shall impair such right,
privilege or remedy or be construed as a waiver thereof or of any other right, privilege or remedy. No waiver of any right, privilege or remedy or any amendment to this Note shall be effective unless made in writing and signed by the holder. Under
no circumstances shall an effective waiver of any right, privilege or remedy on any one occasion constitute or be construed as a bar to the exercise of or a waiver of such right, privilege or remedy on any future occasion. 
 The acceptance by the holder hereof of any payment after any default hereunder shall not operate to extend the time of payment of any amount then
remaining unpaid hereunder or 

  

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 Citizens/Micronetics – Term Note 
  

 
constitute a waiver of any rights of the holder hereof under this Note. 
 All rights and remedies of the holder, whether granted herein or otherwise, shall be cumulative and may be exercised singularly or concurrently. 
 This Note and the provisions hereof shall be binding upon the Borrower and the Borrower’s successors, legal representatives and assigns and shall
inure to the benefit of the Bank and the Bank’s successors, legal representatives and assigns. 
 The word “holder” as used
herein shall mean the payee or endorsee of this Note who is in possession of it, or the bearer, if this Note is at the time payable to the bearer. 
 Upon receipt of an affidavit of an officer of Bank as to the loss, theft, destruction or mutilation of this Note, and, in the case of any such loss, theft, destruction or mutilation, upon cancellation of this Note, Borrower will issue in
lieu hereof, a replacement note in the same principal amount hereof and otherwise of like tenor. 
 This Note may not be amended, changed or
modified in any respect except by a written document which has been executed by each party. This Note constitutes a New Hampshire contract to be governed by the laws of such state and to be paid and performed therein. 
 BORROWER AND BANK (BY ACCEPTANCE OF THIS NOTE) MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF
ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF BANK RELATING TO THE ADMINISTRATION OF THE LOAN OR ENFORCEMENT OF THE LOAN DOCUMENTS, AND AGREE THAT NEITHER PARTY WILL SEEK TO
CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL, EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. BORROWER CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT BANK WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR BANK TO ACCEPT THIS NOTE AND MAKE THE LOAN. 
  

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 Citizens/Micronetics – Term Note 
  

 Executed and delivered the day and year first above written. 
  

							
	 	 	 	 	BORROWER:
			
		 		 	MICRONETICS, INC.
				
	  
	 		 	By:	 	 /s/ David Robbins

	Witness	 		 		 	David Robbins, President

  

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