1
Exhibit 10.21
REVOLVING CREDIT NOTE
---------------------
$35,000,000 July 9, 1998
FOR VALUE RECEIVED and intending to be legally bound, the undersigned,
Office Centre Corporation ("Borrower"), a Delaware corporation, promises to pay,
in lawful money of the United States, to the order of First Union National Bank
("Lender"), at the offices of Agent at Broad and Chestnut Streets, Philadelphia,
Pennsylvania, 19107 (or at such other address as Agent may designate from time
to time to Borrower), on the Revolving Credit Maturity Date the principal sum of
Thirty-Five Million ($35,000,000) Dollars or such lesser sum which represents
the outstanding principal unpaid balance of unpaid Loans under that certain Loan
and Security Agreement dated the date hereof by and among Borrower, Agent and
the Lenders now or hereafter parties thereto (as it may hereafter be
supplemented, amended, extended or replaced from time to time, the "Loan
Agreement"). The actual amount due and owing from time to time hereunder shall
be evidenced by Lender's records of receipts and disbursements with respect to
Advances and payments with respect to the Revolving Credit, which shall be
conclusive evidence of such amount, absent manifest error. All capitalized terms
not otherwise defined herein shall have the respective meanings as set forth in
the Loan Agreement.
Borrower further agrees to pay interest on the outstanding principal
balance hereunder from time to time at the applicable per annum rates set forth
in Sections 2.3 and 2.4 of the Loan Agreement. Interest shall be calculated in
the manner described in and shall be due and payable on the dates set forth in
the Loan Agreement. In no contingency or event whatsoever shall the aggregate of
all amounts deemed interest hereunder and charged or collected pursuant to the
terms hereof or of the Loan Agreement exceed the highest rate permissible under
any law which a court of competent jurisdiction shall, in a final determination,
deem applicable hereto. In the event that such court determines Lender has
charged or received interest hereunder in excess of the highest applicable rate,
Lender shall apply, in its sole discretion, and set off such excess interest
received by Lender against other Obligations due or to become due and such rate
shall automatically be reduced to the maximum rate permitted by such law.
This Revolving Credit Note ("Note") is a Revolving Credit Note referred
to in the Loan Agreement and shall evidence Borrower's unconditional obligation
to repay the balance of Loans owing to Lender outstanding from time to time
under the Revolving Credit, with interest thereon and Expenses in connection
therewith. If Borrower fails to make any payment required hereunder or if an
Event of Default occurs under the Loan Agreement, Agent shall thereupon have the
option at any time and from time to time, to declare the unpaid principal
balance of this Note along with accrued and unpaid interest and Expenses to be
immediately due and payable and to exercise all rights and remedies set forth
herein and in the other Loan Documents, as well as all rights and remedies
otherwise available to Agent at law or in equity, to collect the unpaid
indebtedness hereunder and thereunder on behalf of Lender. This Note is secured
by the Collateral described in the Loan Agreement. All rights and remedies of
Agent shall be cumulative not alternative.
This Note may be prepaid only in accordance with the terms and
conditions of the Loan Agreement.
Borrower hereby waives presentment for payment, protest, demand, notice
of nonpayment or dishonor and all other notices in connection with the delivery,
acceptance, performance or enforcement of this Note. Any failure or delay of
Lender or Agent to exercise any right hereunder shall not be
2
construed as a waiver of the right to exercise the same or any other right at
any other time or times. The waiver by Lender or Agent of a breach or default of
any provision of this Note shall not operate or be construed as a waiver of any
subsequent breach or default thereof. Borrower agrees to reimburse Agent for all
Expenses, including, without limitation, attorneys' fees, reasonably incurred by
Agent to enforce the provisions of this Note, to protect, preserve and defend
Agent and/or Lender's rights under the Loan Documents, and collect Borrower's
Obligations hereunder as described in the Loan Agreement.
Notwithstanding the entry of any judgment under this Note, the unpaid
principal balance under this Note shall continue to bear interest at the
applicable rate set forth in the Loan Agreement.
The provisions of this Note are severable and the invalidity or
unenforceability of any provision shall not alter or impair the remaining
provisions of this Note. No modification hereof shall be binding upon Lender
unless accepted in writing by Lender. This Note shall bind and benefit Borrower
and Lender, and their respective successors and assigns.
IN ANY LITIGATION ARISING OUT OF OR RELATING TO ANY OF THE MATTERS
CONTAINED IN THIS NOTE OR ANY OF THE DOCUMENTS DELIVERED IN CONNECTION HEREWITH
IN WHICH LENDER (OR AGENT ON LENDER'S BEHALF) AND BORROWER ARE ADVERSE PARTIES,
LENDER AND BORROWER WAIVE TRIAL BY JURY.
This Note shall be governed by, and construed and enforced in
accordance with, the laws of the Commonwealth of Pennsylvania.
This Note has been executed and delivered by Borrower by a duly
authorized officer of Borrower on the date first set forth above.
IN WITNESS WHEREOF, and intending to be legally bound hereby, Borrower
has executed these presents the day and year first above written.
OFFICE CENTRE CORPORATION
Witness: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxx
----------------------- ---------------------------
Name: Xxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxx
Title: CFO, SVP, Secretary
and Treasurer
-2-
