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Exhibit 10.12 (ii)
REVOLVING NOTE
January 14, 1997
Chicago, Illinois
$2,500,000
FOR VALUE RECEIVED, the undersigned, CREDENTIALS SERVICES
INTERNATIONAL, INC., a Delaware corporation ("Borrower"), hereby
unconditionally promises to pay to the order of LASALLE NATIONAL BANK
("Lender"), at Lender's office at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, XX 00000,
or at such other place as Lender may from time to time designate in writing,
the principal sum of TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS
($2,500,000), or, if less, the aggregate unpaid principal amount of all
advances made pursuant to Section 2.02 of the Credit Agreement (as defined
below), at such times as are specified in, and in accordance with the
provisions of, the Credit Agreement. This Revolving Note is referred to in and
was executed and delivered pursuant to that certain Credit Agreement of even
date herewith (as amended, restated or otherwise modified from time to time,
the "Credit Agreement") between Borrower and Lender, to which reference is
hereby made for a statement of the terms and conditions under which the
Revolving Loans evidenced hereby were made and are to be repaid. Capitalized
terms used herein and not otherwise defined herein are as defined in the Credit
Agreement. This Revolving Note is secured by the Collateral.
Borrower further promises to pay interest on the outstanding unpaid principal
amount from the date of such Revolving Loans until paid in full at the
applicable rate or rates specified in Section 2.11(a) of the Credit Agreement;
provided, however, at the election of Lender, following the occurrence and
during the continuance of any Event of Default, Borrower promises to pay to
Lender interest on the unpaid principal amount hereof at the applicable rate or
rates specified in Section 2.11(c) of the Credit Agreement. Interest shall be
payable in arrears on the dates specified in Section 2.11(b) of the Credit
Agreement. Interest shall be computed on the basis of a 360 day year for the
actual number of days elapsed in the period during which it accrues.
At the time of each Revolving Loan, and upon each payment or
prepayment of principal of each Revolving Loan, Lender shall make a notation
either on the schedule attached hereto and made a part hereof or in Xxxxxx's
own books and records; provided, however, that the failure of Lender to make
such recordation or notation shall not affect the Obligations of Borrower
hereunder or under the Credit Agreement.
Demand, presentment, protest and notice of nonpayment and protest are
hereby waived by Xxxxxxxx.
THIS REVOLVING NOTE HAS BEEN DELIVERED AT AND SHALL BE DEEMED TO HAVE
BEEN MADE AT CHICAGO, ILLINOIS AND SHALL BE INTERPRETED, AND THE RIGHTS AND
LIABILITIES OF BORROWER AND LENDER HEREUNDER, SHALL BE DETERMINED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS. Whenever possible each
provision of this Revolving Note shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this
Revolving Note shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining
provisions of this Revolving Note. Whenever in this Revolving Note reference is
made to Lender or Borrower, such reference shall be deemed to include, as
applicable, a reference to their respective successors and assigns. The
provisions of this Revolving Note shall be binding upon and shall inure to the
benefit of such successors and assigns. Xxxxxxxx's successors and assigns shall
include, without limitation, a receiver, trustee or debtor in possession of or
for Borrower.
IN WITNESS WHEREOF, the undersigned has executed this Revolving Note
as of the date first written above.
CREDENTIALS SERVICES INTERNATIONAL, INC.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Chief Financial Officer
