Exhibit 4.(ii)(1)(b)
AMENDED AND RESTATED
REVOLVING NOTE
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$21,000,000.00 December 31, 1996
Chicago, Illinois
FOR VALUE RECEIVED, the undersigned, DEFLECTA-SHIELD CORPORATION,
a Delaware corporation ("Borrower"), hereby unconditionally promises to
pay to the order of Xxxxxx Financial, Inc., a Delaware corporation
("Lender"), at Xxxxxx's office at 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx at such other place as the holder of this Revolving Note may
from time to time designate in writing, in lawful money of the United
States of America and in immediately available funds, the principal sum
of Twenty One Million and No/100 Dollars ($21,000,000.00) or, if less,
the aggregate unpaid principal amount of all advances made pursuant to
subsection 2.1(A) of the "Credit Agreement" (as hereinafter defined), at
such times as are specified in, and in accordance with the provisions,
of the Credit Agreement. This Amended and Restated Revolving Note (the
"Revolving Note") is referred to in and was executed and delivered
pursuant to that certain Credit Agreement dated as of July 21, 1994 (as
amended, restated, supplemented or otherwise modified from time to time,
the "Credit Agreement") between Borrower and Lender, in its individual
capacity and as agent (in such capacity, the "Agent") for any other
Lenders from time to time parties thereto, to which Credit Agreement
reference is hereby made for a statement of the terms and conditions
under which the Revolving Loan evidenced hereby was made and is to be
repaid. All capitalized terms used but not elsewhere defined herein
shall have the respective meaning ascribed to such terms in the Credit
Agreement. This Revolving Note is secured by the Collateral. The
Revolving Note supersedes, amends and restates the revolving note (the
"Prior Note") dated July 21, 1994 in the principal amount of
$6,000,000.00 issued to Lender in accordance with the terms of the
Credit Agreement. This Revolving Note is issued in substitution and
replacement of such Prior Note and not in repayment thereof.
Borrower further promises to pay interest on the outstanding
unpaid principal amount hereof, as provided in the Credit Agreement,
from the date hereof until payment in full hereof at the rate specified
in subsection 2.2(A) of the Credit Agreement (the "Revolving Loan
Rate"); provided, however, that, if Agent, in its sole discretion, so
elects, following the occurrence and during the continuation of an Event
of Default, Borrower promises to pay to Lender interest on the unpaid
principal amount hereof at the Revolving Loan Rate plus three percent
(3.0%) per annum as determined in accordance with the Credit Agreement.
Interest shall be payable monthly in arrears on the first day of each
calendar month, on the date of any prepayment and at maturity, whether
by acceleration or otherwise. Interest shall be computed on the closing
daily principal balance in Borrower's Loan Account with respect to its
Revolving Loan on the basis of a 360 day year for the actual number of
days elapsed in the period during which it accrues.
If a payment hereunder becomes due and payable on a day that is
not a Business Day, the payment may be made on the next succeeding
Business Day, and such extension of time shall be included in the
computation of the amount of interest due on such succeeding Business
Day. Checks, drafts or similar items of payment received by Lender
shall not constitute payment, but credit therefor shall, solely for the
purpose of computing interest earned by Xxxxxx, be given in accordance
with the Credit Agreement. In no contingency or event whatsoever shall
interest charged hereunder, however such interest may be characterized
or computed, exceed the highest rate permissible under any law which a
court of competent jurisdiction determines is applicable hereto. In the
event of any such determination, the provisions of subsection 2.2(C) of
the Credit Agreement shall govern and control.
Borrower and each endorser, guarantor and surety of this Revolving
Note hereby waive presentment for payment, protest and demand, and
notice of demand, protest, dishonor and nonpayment of this Revolving
Note. Borrower also waives, to the fullest extent permitted by law, all
rights to notice and hearing of any kind upon the occurrence of an Event
of Default and prior to the exercise by the Agent of its rights to
repossess the Collateral without judicial process or to replevy, attach
or levy upon the Collateral without notice or hearing.
THIS REVOLVING NOTE HAS BEEN DELIVERED AT AND SHALL BE DEEMED TO
HAVE BEEN MADE AT CHICAGO, ILLINOIS AND SHALL BE INTERPRETED AND THE
RIGHTS AND LIABILITIES OF THE PARTIES HERETO SHALL BE DETERMINED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF ILLINOIS
WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS. Whenever possible each
provision of this Revolving Note shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of
this Revolving Note shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Revolving Note. Whenever
in this Revolving Note reference is made to Lender, the Agent or
Borrower, such reference shall be deemed to include, as applicable, a
reference to their respective successors and assigns. The provisions of
this Revolving Note shall be binding upon and shall inure to the benefit
of such successors and assigns. The successors and assigns of Borrower
shall include, without limitation, a receiver, trustee or debtor in
possession of or for Borrower.
IN WITNESS WHEREOF, Xxxxxxxx has executed this Revolving Note as
of the day and year first written above.
DEFLECTA-SHIELD CORPORATION,
a Delaware corporation
By: /S/ XXXXXX X. XXX
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Chief Financial Officer
