REVOLVING NOTE
R-2 March 13, 1997
FOR VALUE RECEIVED, the undersigned Newco, Inc., a Wisconsin
corporation (the "Borrower"), hereby promises to pay SunTrust Bank,
Atlanta (the "Lender") or order, on the Final Revolving Maturity Date, the
aggregate unpaid principal amount of the Revolving Loan advanced by the
Lender pursuant to the Credit Agreement referred to below. The Borrower
promises to pay interest from the date hereof, computed as provided in
such Credit Agreement, on the aggregate principal amount of such loans
from time to time unpaid at the per annum rate applicable to such unpaid
principal amount as provided in such Credit Agreement and to pay interest
on overdue principal and, to the extent not prohibited by applicable law,
on overdue installments of interest at the rate specified in such Credit
Agreement, all such interest being payable at the times specified in such
Credit Agreement, except that all accrued interest shall be paid at the
stated or accelerated maturity hereof or upon the prepayment in full
hereof.
Payments hereunder shall be made to Fleet National Bank, as agent for
the Lender, at Xxx Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
All loans made by the Lender as part of the Revolving Loan pursuant
to the Credit Agreement referred to below and all repayments of the
principal thereof shall be recorded by the Lender and, prior to any
transfer hereof, appropriate notations to evidence the foregoing
information with respect to each such loan then outstanding shall be
endorsed by the Lender on the schedule attached hereto or on a
continuation of such schedule attached to and made a part hereof;
provided, however, that the failure of the Lender to make any such
recordation or endorsement shall not affect the obligations of the
Borrower under this Note, such Credit Agreement or any other Credit
Document.
This Note evidences borrowings under, and is entitled to the benefits
of, and is subject to the provisions of, the Credit Agreement dated as of
March 13, 1997, as from time to time in effect (the "Credit Agreement"),
among the Borrower, certain of its Affiliates, the Lender and certain
other parties. The principal of this Note is prepayable in the amounts
and under the circumstances set forth in the Credit Agreement, and may be
prepaid in whole or from time to time in part, all as set forth in the
Credit Agreement. Terms defined in the Credit Agreement are used herein
with the meanings so defined.
In case an Event of Default shall occur, the entire principal of this
Note may become or be declared due and payable in the manner and with the
effect provided in the Credit Agreement.
This Note shall be governed by and construed in accordance with the
laws (other than the conflict of laws rules) of The Commonwealth of
Massachusetts.
The parties hereto, including the Borrower and all guarantors and
endorsers, hereby waive presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance,
performance and enforcement of this Note, except as specifically otherwise
provided in the Credit Agreement, and assent to extensions of time of
payment, forbearance or other indulgence without notice.
NEWCO, INC.
By_________________________________
Title:
LOANS AND PAYMENTS OF PRINCIPAL
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Amount Amount of Unpaid
of Principal Principal Notation
Date Loan Repaid Balance Made By
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