AMENDED AND RESTATED REVOLVING CREDIT NOTE
$35,000,000 Chicago, Illinois June __, 1998
BUSINESS LOAN CENTER, INC., a Delaware corporation ("Borrower"), for
value received, promises and agrees to pay to the order of TRANSAMERICA BUSINESS
CREDIT CORPORATION, a Delaware corporation ("Lender"), at its offices located at
0000 Xxxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000, in coin or currency
of the United States of America which at the time of payment is legal tender for
the payment of public and private debts, the principal sum of THIRTY-FIVE
MILLION AND NO/100 DOLLARS ($35,000,000), or so much thereof as may be advanced
pursuant to the Loan Agreement hereinafter mentioned.
All capitalized terms which are used but not defined in this Amended
and Restated Revolving Credit Note ("Note") shall have the same meanings as in
the Loan Agreement dated as of March 5, 1998, between Borrower, BLC Financial
Services, Inc., a Delaware corporation, and Lender (such Loan Agreement,
together with all amendments or supplements thereto, being referred to herein as
the "Loan Agreement").
In addition to the principal sum referred to in the first paragraph
of this Note, Xxxxxxxx also agrees to pay interest at the rates, and calculated
in the manner, provided in the Loan Agreement. In no event shall the interest
rate exceed the Highest Lawful Rate. In the event that the interest rate payable
hereunder would, without giving effect to the previous sentence, exceed the
Highest Lawful Rate, then, should any interest payable hereunder thereafter fall
below the Highest Lawful Rate, interest shall continue to accrue at the Highest
Lawful Rate until such time as Xxxxxx has received an amount of interest equal
to what Lender would have received but for the limitation on the interest rate
contained in this paragraph, at which time the interest payable shall again
accrue at the rate otherwise provided for in the Loan Agreement until such
interest rate again exceeds the Highest Lawful Rate, in which event the terms of
this paragraph shall again apply.
Accrued interest is due and payable monthly, the first such payment
being due and payable on the first Business Day of the month next succeeding the
month in which the date of this
Note falls, and the remaining payments being due and payable on the first
Business Day of each and every succeeding calendar month thereafter and at the
maturity of this Note.
Borrower may, at its option, prepay this Note at any time.
Prepayment of this Note is subject to the terms and conditions set forth in the
Loan Agreement, including Sections 2.6 and 2.11 thereof.
Borrower and any and each co-maker, guarantor, accommodation party,
endorser or other Person liable for the payment or collection of this Note
expressly waive demand and presentment for payment, notice of nonpayment, notice
of intent to accelerate, notice of acceleration, protest, notice of protest,
notice of dishonor, bringing of suit, and diligence in taking any action to
collect amounts called for hereunder and in the handling of Collateral at any
time existing as security in connection herewith, and shall be directly and
primarily liable for the payment of all sums owing and to be owing hereon,
regardless of and without any notice, diligence, act or omission as or with
respect to the collection of any amount called for hereunder or in connection
with any Lien at any time had or existing as security for any amount called for
hereunder; provided, that the foregoing waivers shall not constitute a waiver of
any notice that the holder hereof or Lender, as the case may be, is specifically
required to deliver to Borrower under the Loan Agreement, the Security
Agreement, or applicable law.
If default is made in the payment of this Note (whether of
principal, interest or other amounts) when due (regardless of how the maturity
of this Note may be brought about) and the same is placed in the hands of an
attorney for collection, or suit is filed hereon, or proceedings are had in
bankruptcy, probate, receivership, or other judicial proceedings for the
establishment or collection of any amount called for hereunder, or any amount
payable or to be payable hereunder is collected through any such proceedings, or
the holder of this Note otherwise attempts to enforce Xxxxxxxx's Liabilities or
such xxxxxx's rights hereunder, then Xxxxxxxx agrees to pay to the holder of
this Note all reasonable costs and expenses incurred by the holder, including,
without limitation, reasonable attorneys' fees.
This Note amends and restates, and supersedes in its entirety, the
prior Revolving Credit Note dated March 25, 1998 executed by Xxxxxxxx in the
original principal amount of
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$25,000,000, which prior Revolving Credit Note is being marked by Lender
"Cancelled and Superseded" contemporaneously with the execution and delivery to
Lender of this Note.
This Note is issued pursuant to the Loan Agreement and is entitled
to the benefits of the Loan Agreement and the Security Documents. Reference is
made to the Loan Agreement for provisions for the acceleration of the maturity
hereof on the occurrence of certain events specified therein, for interest rate
provisions and computations and for all other pertinent purposes. Prior to the
initial Revolving Loan hereunder or by reason of payments hereon, there may be
times when no Liabilities are owing hereunder; but notwithstanding any such
occurrence, this Note shall remain valid and shall be in full force and effect
as to Revolving Loans made pursuant to the Loan Agreement subsequent to each
such occurrence.
This Note is secured by the Collateral described in the Security
Documents executed in connection herewith for the benefit of Lender.
THIS NOTE, THE LOAN AGREEMENT, AND THE OTHER LOAN DOCUMENTS ARE
CONTRACTS MADE UNDER AND SHALL, IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY, AND PERFORMANCE, AND ALL CLAIMS AND CAUSES OF ACTION
RELATED HERETO AND THERETO, WHETHER SOUNDING IN CONTRACT OR IN TORT, BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE UNITED STATES OF
AMERICA AND THE STATE OF ILLINOIS, AS SUCH LAWS ARE NOW IN EFFECT (WITHOUT
REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS) AND, WITH RESPECT
TO USURY LAWS, IF ANY, APPLICABLE TO LENDER AND TO THE EXTENT ALLOWED THEREBY,
AS SUCH LAWS MAY HEREAFTER BE IN EFFECT WHICH ALLOW A HIGHER MAXIMUM NONUSURIOUS
INTEREST RATE THAN SUCH LAWS NOW ALLOW; PROVIDED, THAT IF ANY OF THE COLLATERAL
SHALL BE LOCATED IN ANY JURISDICTION OTHER THAN ILLINOIS, THE LAWS OF SUCH
JURISDICTION SHALL GOVERN THE METHOD, MANNER AND PROCEDURE FOR FORECLOSURE OF
LENDER'S LIEN UPON SUCH COLLATERAL AND THE ENFORCEMENT OF XXXXXX'S OTHER
REMEDIES IN RESPECT OF SUCH COLLATERAL TO THE EXTENT THAT THE LAWS OF SUCH
JURISDICTION ARE DIFFERENT FROM OR INCONSISTENT WITH THE LAWS OF ILLINOIS. IT IS
THE INTENT OF BORROWER AND XXXXXX THAT THE LAWS OF THE STATE OF ILLINOIS SHALL
GOVERN THIS NOTE, THE LOAN AGREEMENT, AND THE OTHER SECURITY INSTRUMENTS, AND
THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
This Note has been delivered as of the date first written above.
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BUSINESS LOAN CENTER, INC.,
a Delaware corporation.
By:
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Xxxxxx X. Xxxxxxxxxxxx
President
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ACKNOWLEDGMENT OF INSTRUMENTS
STATE OF _________________ )
) SS.
COUNTY OF __________________ )
On __________________________ before me, the undersigned notary public in
and for said state, personally appeared ________________________, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument, the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
Signature (Seal)
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