EXHIBIT (b)(12)
FACILITY B TERM LOAN NOTE
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Dallas, Texas $50,000,000.00 December 1, 1997
KEVCO, INC., a Texas corporation (the "Borrower"), for value received,
promises to pay to the order of NATIONSBANK OF TEXAS, N.A. ("Lender"), or its
registered assigns, at the principal office of NationsBank of Texas, N.A., in
lawful money of the United States of America, the principal sum of FIFTY MILLION
AND NO/100 DOLLARS ($50,000,000.00), or such lesser sum as shall be due and
payable from time to time hereunder, as hereinafter provided. All terms used
but not defined herein shall have the meanings set forth in the Credit Agreement
described below.
Principal of and interest on the unpaid principal balance of Facility B
Term Loan Advances under this Facility B Term Loan Note (this "Note") from time
to time outstanding shall be due and payable as set forth in the Credit
Agreement.
This Facility B Term Loan Note is issued pursuant to and evidences Facility
B Term Loan Advances under a Credit Agreement, dated as of December 1, 1997,
among the Borrower, NationsBank of Texas, N.A., as Administrative Agent, and the
lenders parties thereto (as amended, restated, supplemented, renewed, extended
or otherwise modified from time to time, "Credit Agreement"), to which reference
is made for a statement of the rights and obligations of the Lender and the
duties and obligations of the Borrower in relation thereto; but neither this
reference to the Credit Agreement nor any provision thereof shall affect or
impair the absolute and unconditional obligation of the Borrower to pay the
principal sum of and interest on this Note when due.
Except as provided in the Credit Agreement, the Borrower and all endorsers,
sureties and guarantors of this Note hereby severally waive demand, presentment
for payment, protest, notice of protest, notice of acceleration, notice of
intention to accelerate the maturity of this Note, and all other notices of any
kind, diligence in collecting, the bringing of any suit against any party and
any notice of or defense on account of any extensions, renewals, partial
payments or changes in any manner of or in this Note or in any of its terms,
provisions and covenants, or any releases or substitutions of any security, or
any delay, indulgence or other act of any trustee or any holder hereof, whether
before or after maturity.
THIS NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS; PROVIDED,
HOWEVER, THAT PURSUANT TO ARTICLE 5069-15.10(B), TITLE 79, REVISED CIVIL
STATUTES OF TEXAS, 1925, AS AMENDED, IT IS AGREED THAT THE PROVISIONS OF CHAPTER
15, TITLE 79, REVISED CIVIL STATUTES OF TEXAS, 1925, AS AMENDED, SHALL NOT APPLY
TO THE ADVANCES, THIS NOTE AND THE OTHER LOAN DOCUMENTS. THE BORROWER
AGREES THAT THE STATE AND FEDERAL COURTS OF TEXAS LOCATED IN DALLAS, TEXAS SHALL
HAVE EXCLUSIVE JURISDICTION OVER THE PROCEEDINGS IN CONNECTION WITH THIS NOTE
AND THE OTHER LOAN DOCUMENTS.
THIS NOTE, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
KEVCO, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Vice President
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