EXHIBIT 10.2
SECURED REVOLVING NOTE
$15,000,000 September 23, 1999
FOR VALUE RECEIVED, the undersigned, SUPREMA SPECIALTIES, INC., a
corporation duly organized and existing under the laws of the State of New York
(the "Borrower"), hereby unconditionally promises to pay to the order of Mellon
Bank, N.A. (the "Bank"), at the office of Fleet Bank, N.A., as Agent (the
"Agent"), having an address at 000 Xxxxxxxxxx Xxxx, Xxxx Xxxx, Xxx Xxxxxx 00000,
for the account of the Bank, on the Termination Date, the principal amount of up
to FIFTEEN MILLION 00/00 DOLLARS ($15,000,000.00) or, if less, the aggregate
unpaid principal amount of the Loans made by the Bank to the Borrower pursuant
to the Loan Agreement (as such term is defined below), together with interest on
the aggregate unpaid principal amount thereof.
This Note shall be governed by the terms and provisions of that certain
Third Amended and Restated Revolving Loan, Guaranty and Security Agreement dated
as of the date hereof between the Borrower, Suprema Specialties West, Inc., as a
guarantor, Suprema Specialties Northeast, Inc. as a guarantor (collectively,
Suprema Specialties West, Inc. and Suprema Specialties Northeast, Inc. are
referred to herein as the "Guarantors"), the Agent, the Bank, and certain other
banks parties thereto, as the same may be amended, supplemented, restated or
otherwise modified from time to time (the "Loan Agreement"). This Note shall be
entitled to the benefits of all of the terms and conditions of, and the security
of all security interests, liens and rights granted by Xxxxxxxx and Guarantors
to the Agent for the benefit of the Bank under the Loan Agreement and the other
Loan Documents. All capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to such terms in the Loan Agreement.
The Borrower shall pay interest to the Bank on the outstanding principal
balance of this Note at the Lending Rate. During any period in which an Event of
Default shall have occurred and be continuing, whether or not the maturity of
the Loans shall be accelerated, or after the Termination Date, the rate of
interest payable hereunder shall be the Default Rate, which is a per annum rate
equal to the Lending Rate plus an additional three percent (3%); provided, that
in no event shall any interest paid hereunder exceed the maximum rate permitted
by law.
The Borrower shall pay the Bank all interest accrued on the Loans in
accordance with the Loan Agreement. Any payment not received within ten (10)
days of its due date shall be accompanied by a late charge of five percent (5%)
of the amount of such payment. The entire unpaid principal balance of this Note,
plus any accrued and unpaid interest, shall be due and payable on the
Termination Date. All such principal and interest shall be payable in lawful
currency of the United States of America in immediately available funds.
The Bank shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrower hereunder and the amount of
principal and interest payable and paid from time to time under the Loans. In
any legal proceeding relating to the Loans, the entries made in such account
shall be presumptive evidence of the existence and amounts of the obligations of
the Borrower therein recorded.
Upon the receipt of an affidavit of an officer of the Bank as to the loss,
theft, destruction or mutilation of this Note, and, in the case of any loss,
theft, destruction or mutilation, upon surrender and cancellation of this Note,
the Borrower will issue, in lieu thereof, a replacement note in the same
principal amount thereof and otherwise of like tenor.
In the event that any date for payment of interest or principal hereunder
is not a Business Day, such payment shall be due on the next succeeding day
which is a Business Day and interest shall accrue for such extension of time.
The Borrower shall further reimburse the Bank or any holder of this Note
for any loss or expense (including reasonable attorney's fees) which they may
sustain or incur as a consequence of the failure by the Borrower to honor its
obligations hereunder.
No course of dealing between the Borrower and the Bank or any delay on the
part of the Bank in exercising any rights hereunder shall operate as a waiver of
any rights of any holder hereof. All the covenants, stipulations, promises and
agreements in this Note contained by or on behalf of the Borrower shall bind its
successors and assigns, whether so expressed or not. This Note shall be
construed in accordance with and be governed by the laws of the State of New
Jersey.
SUPREMA SPECIALTIES, INC.
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
Title: President
SUPREMA SPECIALTIES, INC.
Schedule Attached to the Restated Secured Revolving Note of
Suprema Specialties, Inc. payable to the order of
___________
LOANS, INTEREST AND PRINCIPAL PAYMENTS
Loan Principal Interest Interest Paid Notation
Date Amount Balance Rate to Date Made By
---- ------ ------- ---- ------- -------
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The aggregate unpaid principal amount shown on this schedule shall be rebuttable
presumptive evidence of the principal amount owing and unpaid on this Note. The
failure to record the date and amount of any Loan on this schedule shall not
however, limit or otherwise affect the obligations of the Borrower under the
Loan Agreement or under this Note to repay the principal amount of the Loans
evidenced by this Note together with all interest accruing thereon.
