EXHIBIT 9
REVOLVING CREDIT NOTE
$720,000 Darien, Connecticut
December 2, 1996
A. TERMS OF PAYMENT
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1. FOR VALUE RECEIVED, Quality Air Inc., a New Mexico corporation
("Borrower") promises to pay to RTI Inc., a New York corporation ("RTI") the
principal sum of Seven Hundred and Twenty Thousand ($720,000) DOLLARS or, if
less, the aggregate unpaid principal sum of all revolving loans made by RTI to
the Borrower from time to time, in one installment thirty (30) days after
written demand therefor is made.
RTI is authorized to enter on the schedule attached hereto the amount
of each revolving loan and each payment of principal thereon, without any
further authorization on the part of the Borrower, but RTI's failure to make
such entry will not limit or otherwise affect the obligation of the Borrower on
this Note.
The Borrower shall pay interest on the unpaid principal amount from
time to time outstanding, at a rate of eight point four percent (8.4%) per
annum. Interest on the unpaid principal amount of this Note accrued at the rate
of 0.7% during each calendar month, shall be payable before the tenth (10th) day
of each immediately succeeding calendar month and at maturity. In addition, the
Borrower shall pay interest on any overdue installment of principal for the
period for which overdue, on demand, at a rate equal to 6% per annum above the
rate of interest hereinabove indicated.
2. The Borrower shall have the right to prepay this Note, in whole or
in part, at any time without penalty or premium.
3. All payments by the Borrower on account of principal, interest or
costs hereunder shall be made in immediately available funds.
B. DEFAULT
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Upon the occurrence of an event of default, and during the continuance
thereof, the entire unpaid principal amount of this Note and all interest unpaid
hereon may be declared to be due and payable.
C. SECURITY
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Payment of this Note is secured by a security interest in all
"Accounts", as such term is defined in the Uniform Commercial Code, and in all
inventories of the Borrower and its Mexican subsidiaries. The Borrower shall
promptly file UCC-1 Financing Statements when and where requested by RTI.
D. MISCELLANEOUS
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1. REPLACEMENT NOTE. This Note shall replace the Revolving Credit Note
dated November 1, 1996, between Borrower and RTI.
2. NO WAIVER: Rights and remedies cumulative. No failure on the part of
RTI to exercise, and no delay in exercising any right hereunder will operate as
a waiver thereof; nor will any single or partial exercise by RTI of any right
hereunder preclude any other or further exercise thereof or the exercise of any
other right. The rights and remedies herein provided are cumulative and not
exclusive of any remedies or rights provided by law or by any other agreement
between the Borrower and RTI.
3. COSTS AND EXPENSES. The Borrower shall reimburse RTI for all costs
and expenses incurred by it, including the reasonable fees and disbursements of
counsel to RTI in connection with the enforcement of RTI's rights hereunder
after occurrence of an event of default.
4. CONSTRUCTION. This Note shall be governed by the laws of the State
of New York, without giving effect to its choice of law principles.
5. SUCCESSORS. The Note is to be binding upon the Borrower and its
successors and the terms hereof shall inure to the benefit of RTI and its
successors and assigns, including subsequent holders hereof.
6. SEVERABILITY. The provisions of this Note are severable, and if any
provision shall be held invalid or unenforceable in whole or in part in any
jurisdiction, then such invalidity or unenforceability shall not in any manner
affect such provision in any other jurisdiction or any other provision of this
Note in any jurisdiction.
7. WAIVER OF NOTICE. The Borrower hereby waives presentment, demand for
payment (except as expressly provided herein), notice of protest and all other
demands in connection with the delivery, acceptance, performance, default or
enforcement of this Note.
Quality Air Inc.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
