EXHIBIT 10.6
REVOLVING LINE OF CREDIT AND TERM NOTE
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$90,000,000 April 21, 1998
FOR VALUE RECEIVED, XXX-XXXX CORPORATION, XXX-XXXX SERVICES, INC. and INTIRION
CORPORATION, each a Delaware Corporation (the "Borrowers") jointly and severally
hereby promise to pay to the order of STATE STREET BANK AND TRUST COMPANY for
itself and as Agent for CORESTATES BANK, N.A. and BANKBOSTON, N.A. (the "Banks")
at the office of the Agent located at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000, or such other place as the holder hereof shall designate, the principal
amount of Ninety Million Dollars and No Cents ($90,000,000.00) or, if less, the
aggregate unpaid principal amount of all loans made by the Banks to the
Borrowers hereunder, plus all accrued but unpaid interest and all other amounts
then due and payable, on the Termination Date as defined in the Credit Agreement
(as hereinafter defined), together with interest on unpaid balances payable
monthly in arrears on the first day of each calendar month and in accordance
with the Credit Agreement (as defined herein). Interest shall be calculated on
the basis of actual days elapsed and a 360-day year. If this Note is not paid
in full when due, interest on unpaid balances shall thereafter be payable on
demand at a fluctuating interest rate per annum equal to four percent (4%) above
the Prime Rate in effect from time to time.
All loans hereunder and all payments on account of principal and interest
hereof shall be recorded by the Agent and, prior to any transfer hereof,
endorsed on the attached grid which is part of this Note. The entries on the
records of the Banks (including any appearing on this Note) shall be prima facie
evidence of amounts outstanding hereunder.
This Note is issued pursuant to and is subject to the terms and conditions of
that certain Credit Agreement between the Borrowers and the Banks dated as of
April 21, 1998, as amended from time to time, which is hereby incorporated
herein by reference, and is entitled to the benefits thereof.
The principal amount of this Note may be repaid by the Borrowers in whole or
in part and reborrowed from time to time, in each case subject to the terms and
provisions of the Credit Agreement Prepayments of principal and interest may be
subject to penalty or premium in accordance with the terms and provisions of the
Credit Agreement.
All principal and interest hereunder are payable in lawful money of the United
States of America at the office of the Agent at the address shown above in
immediately available funds.
Any deposits or other sums at any time credited by or due from the holder to
the Borrowers and any securities or other property of the Borrowers at any time
in the possession of the holder shall at all times be held and treated as
collateral for the payment of this Note and any and all other liabilities
(direct or indirect, absolute or contingent, sole, joint or several, secured or
unsecured, due or to become due, now existing or hereafter arising) of the
Borrowers to the holder. Regardless of the adequacy of collateral, the holder
may apply or set off such deposits or other sums against such liabilities at any
time.
The Borrowers hereby waive presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance,
default or enforcement hereof and consents that no indulgence, and no
substitution, release or surrender of collateral, and no discharge or release of
any other party primarily or secondarily liable hereon, shall discharge or
otherwise affect the liability of the Borrowers. No delay or omission on the
part of the holder in exercising any right hereunder shall operate as a waiver
of such right or of any other right hereunder, and a waiver of any such right on
any one occasion shall not be construed as a bar to or waiver of any such right
on any future occasion.
This Note is secured by the terms of a Security Agreement and Pledge Agreement
between the Banks and the Borrowers dated as of the date hereof and the Guaranty
and Security Agreement of the Borrowers' Subsidiaries (as defined in the Credit
Agreement) and any and all collateral at any time granted to the Banks to secure
any obligations of any maker hereof.
The Borrowers agree to pay on demand all reasonable costs and expenses
(including reasonable legal costs and attorneys' fees) incurred or paid by the
holder in enforcing this Note, including without limitation upon the occurrence
of an Event of Default under the Credit Agreement.
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This Note shall take effect as a sealed instrument and shall be governed by
the laws of the Commonwealth of Massachusetts.
XXX-XXXX CORPORATION
By:
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Name:
Title:
XXX-XXXX SERVICES, INC.
By:
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Name:
Title:
INTIRION CORPORATION
By:
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Name:
Title:
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ADVANCES AND PAYMENTS OF PRINCIPAL
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Date Amount of Loan Amount of Principal Outstanding Notation Made By
---- -------------- Paid Principal Balance ----------------
---- -----------------
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