EXHIBIT 10.2
EXECUTION COPY
REVOLVING CREDIT NOTE
$30,000,000.00 September 29, 2004
FOR VALUE RECEIVED, the undersigned (the "Borrower") absolutely and
unconditionally, jointly and severally, promises to pay to the order of THE CIT
GROUP/COMMERCIAL SERVICES, INC., ("Payee") at its head office, at 0000 Xxxxxx xx
xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as Agent;
(a) on the Borrowing Base Maturity Date (as defined in the Revolving
Credit Agreement referred to below), the principal amount of THIRTY MILLION AND
00/100 DOLLARS ($30,000,000.00) or, if less, the aggregate unpaid principal
amount of Revolving Credit Loans advanced by the Payee to the Borrower pursuant
to the Revolving Credit Agreement dated as of September 29, 2004, as amended or
supplemented from time to time (the "Revolving Credit Agreement"), by and among
the Borrower, the Agent and the Lenders; PROVIDED, interest on the principal
balance hereof from time to time outstanding from the date hereof through and
including the date on which such principal amount is paid in full, at the times
and at the rates provided in the Revolving Credit Agreement.
This Revolving Credit Note evidences borrowings under, is subject to the
terms and conditions of and has been issued by the Borrower in accordance with
the terms of the Revolving Credit Agreement and is one of the Revolving Credit
Notes referred to therein. The Payee and any holder hereof is entitled to the
benefits and subject to the conditions of the Revolving Credit Agreement and may
enforce the agreements of the Borrower contained therein, and any holder hereof
may exercise the respective remedies provided for thereby or otherwise available
in respect thereof, all in accordance with the respective terms thereof. This
Revolving Credit Note is secured by the Security Documents described in the
Revolving Credit Agreement.
All capitalized terms used in this Revolving Credit Note and not otherwise
defined herein shall have the same meanings herein as in the Revolving Credit
Agreement.
The Borrower has the right in certain circumstances and the obligation
under certain other circumstances to repay or prepay the whole or part of the
principal of this Revolving Credit Note on the terms and conditions specified in
the Revolving Credit Agreement.
If any Event of Default shall occur, the entire unpaid principal amount of
this Revolving Credit Note and all of the unpaid interest accrued thereon may
become or be declared due and payable in the manner and with the effect provided
in the Revolving Credit Agreement.
The Borrower and every endorser and guarantor of this Revolving Credit
Note or the obligation represented hereby waive presentment, demand, notice,
protest and all other demands and notices in connection with the delivery,
acceptance, performance, default or enforcement of this Revolving Credit Note,
assent to any extension or postponement of the time of payment or any other
indulgence, to any substitution, exchange or release of collateral and to the
addition or release of any other party or Person primarily or secondarily
liable.
EXECUTION COPY
This Revolving Credit Note shall be deemed to take effect as a sealed
instrument under the laws of the State of New York and for all purposes shall be
construed in accordance with such laws (without regard to conflicts of laws
rules).
IN WITNESS WHEREOF, the Borrower has caused this Revolving Credit Note to
be signed under seal by its duly authorized officer as of the day and year first
above written.
LEASECOMM CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Executive Vice
President
TIMEPAYMENT CORP. LLC
By its Manager
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President
