Exhibit 4.3
REVOLVING CREDIT NOTE
$20,000,000 Pittsburgh, Pennsylvania
January 26, 1998
FOR VALUE RECEIVED, the undersigned, XXXXX & XXXXX COMPANY, a Delaware
corporation (the "Borrower"), promises to pay to the order of PNC Bank, National
Association (the "Bank") in immediately available funds the lesser of (i) the
principal sum of Twenty Million Dollars ($20,000,000) or (ii) the aggregate
unpaid principal amount of all loans made by the Bank to Borrower pursuant to
Section 2.1 of the Amended and Restated Credit Agreement dated as of January 26,
1998 (the "Credit Agreement"), among the Borrower, PNC Bank, National
Association, as Agent, the Banks, and the Guarantors (as such terms are defined
in the Credit Agreement), on March 13, 2001, together with interest from the
date hereof on the unpaid balance of the principal hereof (i) until maturity, at
the rate set forth in Section 4.1 of the Credit Agreement, as selected by the
Borrower in accordance with the terms of the Credit Agreement, payable in
accordance with Section 5 of the Credit Agreement, and at maturity, and (ii)
after maturity, whether by declaration, acceleration or otherwise, until paid at
the rate set forth in Section 4.3 of the Credit Agreement, payable upon demand.
The aforesaid interest rates shall continue to apply whether or not judgment
shall be entered on this Note.
If any payment of principal or interest on this Note shall become due
on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day and such extension of time may in such case be included
in computing interest in connection with such payment.
This Note is the Note referred to in and issued pursuant to the Credit
Agreement, and capitalized terms not otherwise defined herein shall have the
meanings given to them in the Credit Agreement. The Credit Agreement contains
provisions, among other things, for the acceleration of the stated maturity of
this Note upon the happening of certain stated events recited therein and also
for late payment charges and prepayments on account of the principal hereof
prior to maturity as provided therein.
The Borrower hereby waives presentment, demand, protest or notice of
any kind in connection with this Note.
This Note shall bind the Borrower and the successors and assigns of
the Borrower, and the benefits hereof shall inure to the benefit of Bank and its
successors and assigns. All references herein to "Borrower" shall be deemed to
apply to the Borrower and to the successors and assigns of Xxxxxxxx, and all
references herein to "Bank" shall be deemed to apply to Bank and its successors
and assigns.
IN WITNESS WHEREOF, Xxxxxxxx, intending to be legally bound, has
executed this Note on the day and year first above written with the intention
that this Note shall constitute a sealed instrument.
ATTEST: XXXXX & XXXXX COMPANY
/s/ Xxxxx X. Xxxxxxxxxxx By: /s/ Xxxxx Xxxxxx
------------------------- ----------------
Title: Assistant Secretary Xxxxx Xxxxxx
------------------- Senior Vice President and Chief
Financial Officer
[Seal]
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