Exhibit 10.5.2
REVOLVING NOTE
$40,000,000.00 June 26, 1997
FOR VALUE RECEIVED, the undersigned, (collectively, the
"Borrowers"), HEREBY JOINTLY AND SEVERALLY PROMISE TO PAY to the order of
Texas Commerce Bank National Association (the "Bank"), on or before the
Maturity Date, the lesser of (i) principal sum of Forty Million and No/100
Dollars ($40,000,000.00) or (ii) the amount outstanding hereunder as of such
date, in accordance with the terms and provisions of that certain Revolving
Credit Agreement dated as of June 26, 1997 by and among the Borrowers, Texas
Commerce Bank National Association, as Agent, the Bank, and the other parties
thereto (as same may be amended, modified, increased, supplemented and/or
restated from time to time, the "Credit Agreement"; capitalized terms used
herein and not otherwise defined herein shall have the meanings ascribed to
such terms in the Credit Agreement).
The outstanding principal balance of this Note shall be due and
payable on the Maturity Date and as otherwise provided in the Credit
Agreement. The Borrowers jointly and severally promise to pay interest on the
unpaid principal balance of this Note from the date of any Loan evidenced by
this Note until the principal balance thereof is paid in full. Interest
shall accrue on the outstanding principal balance of this Note from and
including the date of any Loan evidenced by this Note to but not including
the Maturity Date at the rate or rates, and shall be due and payable on the
dates, set forth in the Credit Agreement.
Payments of principal and interest, and all amounts due with respect
to costs and expenses, shall be made in lawful money of the United States of
America in immediately available funds, without deduction, set-off or
counterclaim to the Agent not later than 11:30 a.m. (Houston time) on the
dates on which such payments shall become due pursuant to the terms and
provisions set forth in the Credit Agreement.
If any payment of principal or interest on this Note shall become
due on a Saturday, Sunday, or public holiday on which the Agent is not open
for business, such payment shall be made on the next succeeding Business Day
and such extension of time shall in such case be included in computing
interest in connection with such payment.
In addition to all principal and accrued interest on this Note, the
Borrowers jointly and severally agree to pay (a) all costs and expenses
incurred by all owners and holders of this Note in collecting this Note
through any probate, reorganization, bankruptcy or any other proceeding and
(b) reasonable attorneys' fees when and if this Note is placed in the hands
of an attorney for collection after default.
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The Borrowers and any and all endorsers, guarantors and sureties
severally waive grace, demand, presentment for payment, notice of dishonor or
default, protest, notice of protest, notice of intent to accelerate, notice
of acceleration and diligence in collecting and bringing of suit against any
party hereto, and agree to all renewals, extensions or partial payments
hereon and to any release or substitution of security hereof, in whole or in
part, with or without notice, before or after maturity.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF TEXAS AND APPLICABLE FEDERAL LAW.
IN WITNESS WHEREOF, the Borrowers have caused this Note to be
executed and delivered by their respective officers thereunto duly authorized
effective as of the date first above written.
CROSS-CONTINENT AUTO RETAILERS, INC.
By:
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Name:
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Title:
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QUALITY NISSAN, INC.
By:
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Name:
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Title:
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MIDWAY CHEVROLET, INC.
By:
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Name:
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Title:
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PLAINS CHEVROLET, INC.
By:
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Name:
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Title:
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WESTGATE CHEVROLET, INC.
By:
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Name:
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Title:
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WORKING MAN'S CREDIT PLAN, INC.
By:
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Name:
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Title:
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ALLIED 2000 COLLISION CENTER, INC.
By:
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Name:
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Title:
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CROSS-COUNTRY DODGE, INC.
By:
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Name:
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Title:
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C-CAR AUTO WHOLESALERS, INC.
By:
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Name:
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Title:
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XXXXXXX TOYOTA, INC.
By:
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Name:
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Title:
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TOYOTA WEST SALES & SERVICE, INC.
By:
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Name:
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Title:
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SAHARA IMPORTS, INC.
By:
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Name:
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Title:
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