1
EXHIBIT 10.5
REVOLVING CREDIT NOTE
$15,000,000 Princeton, New Jersey
April 24, 1998
FOR VALUE RECEIVED, the undersigned, PARTY CITY CORPORATION, a Delaware
corporation (herein called the "Borrower"), hereby promises to pay to the order
of PNC BANK, NATIONAL ASSOCIATION ("Bank") the lesser of (i) the principal sum
of Fifteen Million Dollars (U.S. $15,000,000), or (ii) the aggregate unpaid
principal balance of all Revolving Credit Loans made by the Bank to the Borrower
pursuant to Section 2.1 of the Credit Agreement dated as of even date herewith
between the Borrower, each of the Guarantors, the Banks and the Agent (the
"Credit Agreement"), whichever is less, payable on the Expiration Date.
All capitalized terms used herein shall, unless otherwise defined herein,
have the same meanings given to such terms in the Credit Agreement.
The Borrower shall pay interest on the unpaid principal balance hereof
from time to time outstanding from the date hereof at the rate or rates per
annum specified by the Borrower pursuant to Section 3.1.1 of, or as otherwise
provided in, the Credit Agreement. Interest on Revolving Credit Loans to which
the Base Rate Option applies shall be due and payable in arrears on the first
Business Day of each July, October, January and April after the date hereof and
on the Expiration Date or upon acceleration of this Note. Interest on Revolving
Credit Loans to which the Euro-Rate Option applies shall be due and payable on
the last day of each Interest Period for those Revolving Credit Loans and, if
such Interest Period is longer than three (3) Months, also on the 90th day of
such Interest Period. Interest on mandatory prepayments of principal under
Section 4.5 [Mandatory Prepayments] shall be due on the date such mandatory
prepayment is due. Interest on the principal amount of each Revolving Credit
Loan or other monetary Obligation shall be due and payable on demand after such
principal amount or other monetary Obligation becomes due and payable (whether
on the stated maturity date, upon acceleration or otherwise).
Upon the occurrence and during the continuation of an Event of Default,
the Borrower shall pay interest on the entire principal amount of the then
outstanding Revolving Credit Loans evidenced by this Note at a rate per annum
calculated pursuant to Section 3.3 of the Credit Agreement. Such interest rate
will accrue before and after any judgment has been entered.
Subject to the provisions of Section 10.4 of the Credit Agreement, if any
payment or action to be made or taken hereunder shall be stated to be or become
due on a day which is not a Business Day, such payment or action shall be made
or taken on the next following Business Day and such extension of time shall be
included in computing interest or fees, if any, in connection with such payment
or action.
Subject to the provisions of the Credit Agreement, payments of both
principal and interest shall be made without setoff, counterclaim or other
deduction of any nature at the office
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of the Agent located at Xxx XXX Xxxxx, Xxxxx Xxxxxx & Xxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx 15265, in lawful money of the United States of America in
immediately available funds.
This Note is the Revolving Credit Note referred to in, and is entitled to
the benefits of, the Credit Agreement and other Loan Documents, including the
representations, warranties, covenants, conditions, security interests or Liens
contained or granted therein. The Credit Agreement among other things contains
provisions for acceleration of the maturity hereof upon the happening of certain
stated events and also for prepayment, in certain circumstances, on account of
principal hereof prior to maturity upon the terms and conditions therein
specified.
Except as otherwise provided in the Credit Agreement, the Borrower waives
presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or enforcement of
this Note and the Credit Agreement.
This Note shall bind the Borrower and its successors and assigns, and the
benefits hereof shall inure to the benefit of the Bank and its successors and
assigns. All references herein to the "Borrower" the "Bank" shall be deemed to
apply to the Borrower, and the Bank, respectively, and their respective
successors and assigns.
This Note and any other documents delivered in connection herewith and the
rights and obligations of the parties hereto and thereto shall for all purposes
be governed by and construed and enforced in accordance with the internal laws
of the State of New Jersey without giving effect to its conflicts of law
principles.
IN WITNESS WHEREOF, the undersigned has executed this Note by its duly
authorized officers with the intention that it constitute a sealed instrument.
ATTEST: PARTY CITY CORPORATION
By:_____________________________ By:______________________________________
Name:___________________________ Name:____________________________________
Title:__________________________ Title:___________________________________
[SEAL]
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REVOLVING CREDIT NOTE
$15,000,000 Princeton, New Jersey
April 24, 1998
FOR VALUE RECEIVED, the undersigned, PARTY CITY CORPORATION, a Delaware
corporation (herein called the "Borrower"), hereby promises to pay to the order
of THE CHASE MANHATTAN BANK ("Bank") the lesser of (i) the principal sum of
Fifteen Million Dollars (U.S. $15,000,000), or (ii) the aggregate unpaid
principal balance of all Revolving Credit Loans made by the Bank to the Borrower
pursuant to Section 2.1 of the Credit Agreement dated as of even date herewith
between the Borrower, each of the Guarantors, the Banks and the Agent (the
"Credit Agreement"), whichever is less, payable on the Expiration Date.
All capitalized terms used herein shall, unless otherwise defined herein,
have the same meanings given to such terms in the Credit Agreement.
The Borrower shall pay interest on the unpaid principal balance hereof
from time to time outstanding from the date hereof at the rate or rates per
annum specified by the Borrower pursuant to Section 3.1.1 of, or as otherwise
provided in, the Credit Agreement. Interest on Revolving Credit Loans to which
the Base Rate Option applies shall be due and payable in arrears on the first
Business Day of each July, October, January and April after the date hereof and
on the Expiration Date or upon acceleration of this Note. Interest on Revolving
Credit Loans to which the Euro-Rate Option applies shall be due and payable on
the last day of each Interest Period for those Revolving Credit Loans and, if
such Interest Period is longer than three (3) Months, also on the 90th day of
such Interest Period. Interest on mandatory prepayments of principal under
Section 4.5 [Mandatory Prepayments] shall be due on the date such mandatory
prepayment is due. Interest on the principal amount of each Revolving Credit
Loan or other monetary Obligation shall be due and payable on demand after such
principal amount or other monetary Obligation becomes due and payable (whether
on the stated maturity date, upon acceleration or otherwise).
Upon the occurrence and during the continuation of an Event of Default,
the Borrower shall pay interest on the entire principal amount of the then
outstanding Revolving Credit Loans evidenced by this Note at a rate per annum
calculated pursuant to Section 3.3 of the Credit Agreement. Such interest rate
will accrue before and after any judgment has been entered.
Subject to the provisions of Section 10.4 of the Credit Agreement, if any
payment or action to be made or taken hereunder shall be stated to be or become
due on a day which is not a Business Day, such payment or action shall be made
or taken on the next following Business Day and such extension of time shall be
included in computing interest or fees, if any, in connection with such payment
or action.
Subject to the provisions of the Credit Agreement, payments of both
principal and interest shall be made without setoff, counterclaim or other
deduction of any nature at the office of the Agent located at Xxx XXX Xxxxx,
Xxxxx Xxxxxx & Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000, in lawful money of
the United States of America in immediately available funds.
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This Note is the Revolving Credit Note referred to in, and is entitled to
the benefits of, the Credit Agreement and other Loan Documents, including the
representations, warranties, covenants, conditions, security interests or Liens
contained or granted therein. The Credit Agreement among other things contains
provisions for acceleration of the maturity hereof upon the happening of certain
stated events and also for prepayment, in certain circumstances, on account of
principal hereof prior to maturity upon the terms and conditions therein
specified.
Except as otherwise provided in the Credit Agreement, the Borrower waives
presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or enforcement of
this Note and the Credit Agreement.
This Note shall bind the Borrower and its successors and assigns, and the
benefits hereof shall inure to the benefit of the Bank and its successors and
assigns. All references herein to the "Borrower" the "Bank" shall be deemed to
apply to the Borrower, and the Bank, respectively, and their respective
successors and assigns.
This Note and any other documents delivered in connection herewith and the
rights and obligations of the parties hereto and thereto shall for all purposes
be governed by and construed and enforced in accordance with the internal laws
of the State of New Jersey without giving effect to its conflicts of law
principles.
IN WITNESS WHEREOF, the undersigned has executed this Note by its duly
authorized officers with the intention that it constitute a sealed instrument.
ATTEST: PARTY CITY CORPORATION
By:_____________________________ By:______________________________________
Name:___________________________ Name:____________________________________
Title:__________________________ Title:___________________________________
[SEAL]
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5
REVOLVING CREDIT NOTE
$10,000,000 Princeton, New Jersey
April 24, 1998
FOR VALUE RECEIVED, the undersigned, PARTY CITY CORPORATION, a Delaware
corporation (herein called the "Borrower"), hereby promises to pay to the order
of LASALLE NATIONAL BANK ("Bank") the lesser of (i) the principal sum of Ten
Million Dollars (U.S. $10,000,000), or (ii) the aggregate unpaid principal
balance of all Revolving Credit Loans made by the Bank to the Borrower pursuant
to Section 2.1 of the Credit Agreement dated as of even date herewith between
the Borrower, each of the Guarantors, the Banks and the Agent (the "Credit
Agreement"), whichever is less, payable on the Expiration Date.
All capitalized terms used herein shall, unless otherwise defined herein,
have the same meanings given to such terms in the Credit Agreement.
The Borrower shall pay interest on the unpaid principal balance hereof
from time to time outstanding from the date hereof at the rate or rates per
annum specified by the Borrower pursuant to Section 3.1.1 of, or as otherwise
provided in, the Credit Agreement. Interest on Revolving Credit Loans to which
the Base Rate Option applies shall be due and payable in arrears on the first
Business Day of each July, October, January and April after the date hereof and
on the Expiration Date or upon acceleration of this Note. Interest on Revolving
Credit Loans to which the Euro-Rate Option applies shall be due and payable on
the last day of each Interest Period for those Revolving Credit Loans and, if
such Interest Period is longer than three (3) Months, also on the 90th day of
such Interest Period. Interest on mandatory prepayments of principal under
Section 4.5 [Mandatory Prepayments] shall be due on the date such mandatory
prepayment is due. Interest on the principal amount of each Revolving Credit
Loan or other monetary Obligation shall be due and payable on demand after such
principal amount or other monetary Obligation becomes due and payable (whether
on the stated maturity date, upon acceleration or otherwise).
Upon the occurrence and during the continuation of an Event of Default,
the Borrower shall pay interest on the entire principal amount of the then
outstanding Revolving Credit Loans evidenced by this Note at a rate per annum
calculated pursuant to Section 3.3 of the Credit Agreement. Such interest rate
will accrue before and after any judgment has been entered.
Subject to the provisions of Section 10.4 of the Credit Agreement, if any
payment or action to be made or taken hereunder shall be stated to be or become
due on a day which is not a Business Day, such payment or action shall be made
or taken on the next following Business Day and such extension of time shall be
included in computing interest or fees, if any, in connection with such payment
or action.
Subject to the provisions of the Credit Agreement, payments of both
principal and interest shall be made without setoff, counterclaim or other
deduction of any nature at the office of the Agent located at Xxx XXX Xxxxx,
Xxxxx Xxxxxx & Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000, in lawful money of
the United States of America in immediately available funds.
6
This Note is the Revolving Credit Note referred to in, and is entitled to
the benefits of, the Credit Agreement and other Loan Documents, including the
representations, warranties, covenants, conditions, security interests or Liens
contained or granted therein. The Credit Agreement among other things contains
provisions for acceleration of the maturity hereof upon the happening of certain
stated events and also for prepayment, in certain circumstances, on account of
principal hereof prior to maturity upon the terms and conditions therein
specified.
Except as otherwise provided in the Credit Agreement, the Borrower
waives presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or enforcement of
this Note and the Credit Agreement.
This Note shall bind the Borrower and its successors and assigns, and
the benefits hereof shall inure to the benefit of the Bank and its successors
and assigns. All references herein to the "Borrower" the "Bank" shall be deemed
to apply to the Borrower, and the Bank, respectively, and their respective
successors and assigns.
This Note and any other documents delivered in connection herewith and
the rights and obligations of the parties hereto and thereto shall for all
purposes be governed by and construed and enforced in accordance with the
internal laws of the State of New Jersey without giving effect to its conflicts
of law principles.
IN WITNESS WHEREOF, the undersigned has executed this Note by its duly
authorized officers with the intention that it constitute a sealed instrument.
ATTEST: PARTY CITY CORPORATION
By:_____________________________ By:______________________________________
Name:___________________________ Name:____________________________________
Title:__________________________ Title:___________________________________
[SEAL]
-2-
7
REVOLVING CREDIT NOTE
$10,000,000 Princeton, New Jersey
April 24, 1998
FOR VALUE RECEIVED, the undersigned, PARTY CITY CORPORATION, a Delaware
corporation (herein called the "Borrower"), hereby promises to pay to the order
of NATIONAL CITY BANK OF PENNSYLVANIA ("Bank") the lesser of (i) the principal
sum of Ten Million Dollars (U.S. $10,000,000), or (ii) the aggregate unpaid
principal balance of all Revolving Credit Loans made by the Bank to the Borrower
pursuant to Section 2.1 of the Credit Agreement dated as of even date herewith
between the Borrower, each of the Guarantors, the Banks and the Agent (the
"Credit Agreement"), whichever is less, payable on the Expiration Date.
All capitalized terms used herein shall, unless otherwise defined herein,
have the same meanings given to such terms in the Credit Agreement.
The Borrower shall pay interest on the unpaid principal balance hereof
from time to time outstanding from the date hereof at the rate or rates per
annum specified by the Borrower pursuant to Section 3.1.1 of, or as otherwise
provided in, the Credit Agreement. Interest on Revolving Credit Loans to which
the Base Rate Option applies shall be due and payable in arrears on the first
Business Day of each July, October, January and April after the date hereof and
on the Expiration Date or upon acceleration of this Note. Interest on Revolving
Credit Loans to which the Euro-Rate Option applies shall be due and payable on
the last day of each Interest Period for those Revolving Credit Loans and, if
such Interest Period is longer than three (3) Months, also on the 90th day of
such Interest Period. Interest on mandatory prepayments of principal under
Section 4.5 [Mandatory Prepayments] shall be due on the date such mandatory
prepayment is due. Interest on the principal amount of each Revolving Credit
Loan or other monetary Obligation shall be due and payable on demand after such
principal amount or other monetary Obligation becomes due and payable (whether
on the stated maturity date, upon acceleration or otherwise).
Upon the occurrence and during the continuation of an Event of Default,
the Borrower shall pay interest on the entire principal amount of the then
outstanding Revolving Credit Loans evidenced by this Note at a rate per annum
calculated pursuant to Section 3.3 of the Credit Agreement. Such interest rate
will accrue before and after any judgment has been entered.
Subject to the provisions of Section 10.4 of the Credit Agreement, if any
payment or action to be made or taken hereunder shall be stated to be or become
due on a day which is not a Business Day, such payment or action shall be made
or taken on the next following Business Day and such extension of time shall be
included in computing interest or fees, if any, in connection with such payment
or action.
Subject to the provisions of the Credit Agreement, payments of both
principal and interest shall be made without setoff, counterclaim or other
deduction of any nature at the office
8
of the Agent located at Xxx XXX Xxxxx, Xxxxx Xxxxxx & Xxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx 15265, in lawful money of the United States of America in
immediately available funds.
This Note is the Revolving Credit Note referred to in, and is entitled to
the benefits of, the Credit Agreement and other Loan Documents, including the
representations, warranties, covenants, conditions, security interests or Liens
contained or granted therein. The Credit Agreement among other things contains
provisions for acceleration of the maturity hereof upon the happening of certain
stated events and also for prepayment, in certain circumstances, on account of
principal hereof prior to maturity upon the terms and conditions therein
specified.
Except as otherwise provided in the Credit Agreement, the Borrower waives
presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or enforcement of
this Note and the Credit Agreement.
This Note shall bind the Borrower and its successors and assigns, and the
benefits hereof shall inure to the benefit of the Bank and its successors and
assigns. All references herein to the "Borrower" the "Bank" shall be deemed to
apply to the Borrower, and the Bank, respectively, and their respective
successors and assigns.
This Note and any other documents delivered in connection herewith and the
rights and obligations of the parties hereto and thereto shall for all purposes
be governed by and construed and enforced in accordance with the internal laws
of the State of New Jersey without giving effect to its conflicts of law
principles.
IN WITNESS WHEREOF, the undersigned has executed this Note by its duly
authorized officers with the intention that it constitute a sealed instrument.
ATTEST: PARTY CITY CORPORATION
By:_____________________________ By:______________________________________
Name:___________________________ Name:____________________________________
Title:__________________________ Title:___________________________________
[SEAL]
-2-
