EXHIBIT 7.5
REVOLVING NOTE
$24,000,000.00 September 29, 1995
FOR VALUE RECEIVED, CENTRAL PRODUCTS ACQUISITION CORP., a Delaware
corporation ("Borrower"), promises to pay to the order of XXXXXX FINANCIAL,
INC., a Delaware corporation ("Payee"), on or before the Expiry Date (as defined
in the Credit Agreement referred to below), the lesser of (i) TWENTY-FOUR
MILLION and No/100 DOLLARS ($24,000,000.00), or (ii) the unpaid principal amount
of all advances made by Payee to Borrower under the Revolving Loan pursuant to
the Credit Agreement referred to below.
Borrower also promises to pay interest on the unpaid principal amount of
this Revolving Note (this "Note") at the rates and at the times which shall be
determined in accordance with the provisions of the Credit Agreement dated as of
September 29, 1995, by and among Borrower, Spinnaker Industries, Inc. and Xxxxxx
Financial, Inc. (said Credit Agreement, as it may hereafter be amended,
restated, supplemented or otherwise modified from time to time, being the
"CREDIT AGREEMENT"; capitalized terms used herein without definition shall have
the meanings set forth in the Credit Agreement).
This Note is a "Revolving Note" as defined in the Credit Agreement and is
issued pursuant to, and entitled to the benefits of, the Credit Agreement to
which reference is hereby made for a more complete statement of the terms and
conditions under which the Revolving Loan evidenced hereby is made and is to be
repaid. This Note is executed to evidence the indebtedness incurred under the
Revolving Loans made pursuant to the Credit Agreement.
All payments of principal and interest due in respect of this Note shall be
made without deduction, defense, set-off or counterclaim, in lawful money of the
United States of America, and in same day funds and delivered to Xxxxxx by wire
transfer to Xxxxxx'x Account, ABA No. 0000-0000-0, Account No. 0000000 at First
National Bank of Chicago, Xxx Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000,
Reference: Xxxxxx Corporate Finance Group for the benefit of Central Products
Acquisition Corp. or at such other place as shall be designated by notice for
such purpose in accordance with the terms of the Credit Agreement.
Whenever any payment on this Note shall be stated to be due on a day which
is not a Business Day, such payment shall be made on the next succeeding
Business Day and such extension of time shall be included in the computation of
the payment of interest on this Note.
Payee and any subsequent holder of this Note agree that before disposing of
this Note or any part hereof, it will make a notation hereon of all principal
payments previously made hereunder and of the date to which interest hereon has
been paid; PROVIDED, HOWEVER, that the failure to make a notation of any payment
made on this Note shall not limit, enlarge or otherwise affect the obligation of
Borrower hereunder with respect to payments of principal or interest on this
Note.
This Note is subject to mandatory and voluntary prepayment by Xxxxxxxx as
provided in Section 2.4 of the Credit Agreement; PROVIDED, that any principal
amounts of the Revolving Loan evidenced by this Note which are repaid may be
reborrowed at any time prior to the Expiry Date in accordance with Section
2.1(C).
REVOLVING NOTE - Page 1
THIS NOTE SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.
Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note may become, or may be declared to be, due and
payable in the manner, upon the conditions and with the effect provided in the
Credit Agreement.
The terms of this Note are subject to amendment only in the manner provided
in the Credit Agreement.
No reference herein to the Credit Agreement and no provisions of this Note
or the Credit Agreement shall alter or impair the obligation of Borrower, which
is absolute and unconditional, to pay the principal of and interest on this Note
at the place, at the respective times, and in the currency herein prescribed.
Xxxxxxxx promises to pay pursuant and subject to Section 10.1(C) of the
Credit Agreement all costs and expenses, including reasonable attorneys' fees,
incurred in the collection and enforcement of this Note. Borrower hereby waives
diligence, presentment, protest, demand, notice of intent to accelerate, notice
of acceleration and any other notice of every kind (except such notices as may
be required under the Credit Agreement) and, to the full extent permitted by
law, the right to plead any statute of limitations as a defense to any demand
hereunder.
IN WITNESS WHEREOF, Xxxxxxxx has caused this Note to be executed and
delivered by its duly authorized officer, as of the day and year first written
above.
CENTRAL PRODUCTS ACQUISITION CORP.
Signature: /s/ Xxx X. Xxxxxxx, III
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Xxx X. Xxxxxxx, III, President
GW02/176049.03
