EXHIBIT 10.2
[EXECUTION COPY]
REVOLVING CREDIT NOTE
$15,000,000 New York, New York
August 20, 1997
FOR VALUE RECEIVED, the undersigned, XXXXX INDUSTRIES, INC., a
California corporation (successor by merger to JFL Merger Co., a California
corporation, the "Borrower"), hereby unconditionally promises to pay to the
order of NationsBank N.A., a national banking association, (the "Lender") at
the offices of NationsBank, N.A. a national banking association as agent for
the Lenders (together with its successor agents the "Agent") located at 000
Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx, 00000, or at such other place
within the United States as shall be designated from time to time by the
Agent, on the Termination Date, the principal amount of Fifteen Million
00/100 Dollars ($15,000,000), or such lesser principal amount as may then
constitute the aggregate unpaid balance of all Revolving Credit Loans made by
the Lender to the Borrower pursuant to the Loan Agreement (as hereinafter
defined), in lawful money of the United States of America in federal or other
immediately available funds.
The Borrower also unconditionally promises to pay interest on the unpaid
principal amount of this Note outstanding from time to time for each day from
the date of disbursement until such principal amount is paid in full at the
rates per annum and on the dates specified in the Loan Agreement applicable
from time to time in accordance with the provisions thereof. Nothing
contained in this Note or in the Loan Agreement shall be deemed to establish
or require the payment of a rate of interest in excess of the maximum rate
permitted by any Applicable Law. In the event that any rate of interest
required to be paid hereunder exceeds the maximum rate permitted by
Applicable Law, the provisions of the Loan Agreement relating to the payment
of interest under such circumstances shall control.
This Note is one of the Revolving Credit Notes referred to in that
certain Loan and Security Agreement dated as of a date on or about the date
hereof (as amended, modified, supplemented or restated from time to time, the
"Loan Agreement"; terms defined therein being used in this Note as therein
defined) between the Borrower, the financial institutions party thereto from
time to time (the "Lenders") and the Agent, is subject to, and entitled to,
all provisions and benefits of the Loan Documents, is secured by the
Collateral and other property as provided in the Loan Documents, is subject
to optional and mandatory prepayment in whole or in part and is subject to
acceleration prior to maturity upon the occurrence of one or more Events of
Default, all as provided in the Loan Documents.
Presentment for payment, demand, protest and notice of demand, notice of
dishonor, notice of non-payment and all other notices are hereby waived by
the Borrower, except to the extent expressly provided in the Loan Agreement.
No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder hereof shall
operate as a waiver of such rights.
The Borrower hereby agrees to pay on demand all costs and expenses
incurred in collecting the Secured Obligations hereunder or in enforcing or
attempting to enforce any of the Lender's rights hereunder, including, but
not limited to, reasonable attorneys' fees and expenses if collected by or
through an attorney, whether or not suit is filed, all as provided in the
Loan Agreement.
THE PROVISIONS OF SECTION 14.5 OF THE LOAN AGREEMENT ARE HEREBY
EXPRESSLY INCORPORATED BY REFERENCE HEREIN.
THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO THE CHOICE OF LAW RULES OF THE STATE OF NEW YORK, BUT WITH
REFERENCE TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH
SHALL APPLY TO THIS NOTE.
IN WITNESS WHEREOF, the undersigned has executed this Note as of the day
and year first above written.
XXXXX INDUSTRIES, INC.
By: /s/ XXXXXX XXXXXXXX
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Name: Xxxxxx Xxxxxxxx
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Title: Assistant Vice President
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(CORPORATE SEAL)
Attest:
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
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