Exhibit 10.2.1
REVOLVING NOTE
Equivalent Amount in Canadian
Dollars of US$30,000,000. New York, New York
May 7, 1999
FOR VALUE RECEIVED, the undersigned corporation (the "Borrower"),
HEREBY PROMISES TO PAY to the order of GENERAL ELECTRIC CAPITAL CORPORATION
("Lender"), at the offices of GENERAL ELECTRIC CAPITAL CORPORATION, a New York
corporation, as Agent for Lenders ("Agent"), at its address at 000 Xxxx Xxxxx
Xxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, or at such other place as Agent may designate
from time to time in writing, in lawful money of Canada and in immediately
available funds, the Equivalent Amount in Canadian Dollars of THIRTY MILLION US
DOLLARS AND NO CENTS (US$30,000,000) or, if less, the aggregate unpaid amount of
all Revolving Credit Advances made to the undersigned under the "Credit
Agreement" (as hereinafter defined). All capitalized terms used but not
otherwise defined herein have the meanings given to them in the Credit Agreement
or in Annex A thereto.
This Revolving Note is a Revolving Note issued pursuant to that certain
Credit Agreement dated as of the date hereof by and among Borrower, the other
Persons named therein as Credit Parties, Agent, Lender and the other Persons
signatory thereto from time to time as Lenders (including all annexes, exhibits
and schedules thereto, and as from time to time amended, restated, supplemented
or otherwise modified, the "Credit Agreement"), and is entitled to the benefit
and security of the Credit Agreement, the Security Agreement and all of the
other Loan Documents referred to therein. Reference is hereby made to the Credit
Agreement for a statement of all of the terms and conditions under which the
Loans evidenced hereby are made and are to be repaid. The date and amount of
each Revolving Credit Advance made by Lenders to Borrower, the rates of interest
applicable thereto and each payment made on account of the principal thereof,
shall be recorded by Agent on its books; provided that the failure of Agent to
make any such recordation shall not affect the obligations of Borrower to make a
payment when due of any amount owing under the Credit Agreement or this Note in
respect of the Revolving Credit Advances made by Lender to Borrower.
The principal amount of the indebtedness evidenced hereby shall be
payable in the amounts and on the dates specified in the Credit Agreement, the
terms of which are hereby incorporated herein by reference. Interest thereon
shall be paid until such principal amount is paid in full at such interest rates
and at such times, and pursuant to such calculations, as are specified in the
Credit Agreement.
If any payment on this Revolving Note becomes due and payable on a day
other than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension.
Upon and after the occurrence of any Event of Default, this Revolving
Note may, as provided in the Credit Agreement, and without demand, notice or
legal process of any kind, be declared, and immediately shall become, due and
payable.
Time is of the essence of this Revolving Note. Demand, presentment,
protest and notice of nonpayment and protest are hereby waived by Xxxxxxxx.
Except as provided in the Credit Agreement, this Revolving Note may not
be assigned by Lender to any Person.
THIS REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND PERFORMED IN THAT STATE.
AEC FUNDING CORP.
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
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