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EXHIBIT 10.29
NOTE
$150,000,000 March 14, 1997
FOR VALUE RECEIVED, the undersigned, PROSOURCE RECEIVABLES CORPORATION, a
Delaware corporation (the "Borrower"), promises to pay to the order of THE BANK
OF NOVA SCOTIA (the "Lender"), on March 14, 1997 the principal sum of ONE
HUNDRED FIFTY MILLION DOLLARS ($150,000,000) or, if less, the aggregate unpaid
principal amount of all Loans made by such Lender pursuant to that certain
Secured Credit Agreement, dated as of March 14, 1997 (together with all
amendments and other modifications, if any, from time to time thereafter made
thereto, the "Secured Credit Agreement"), among the Borrower, ProSource Services
Corporation, The Bank of Nova Scotia, as the Administrative Agent, as Issuer and
as Swingline Bank, and the various financial institutions as are, or may from
time to time become, parties thereto as Lenders.
The Borrower also promises to pay interest on the unpaid principal amount
hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until paid, at the
rates per annum and on the dates specified in the Secured Credit Agreement.
Payments of both principal and interest are to be made in lawful money of
the United States of America in same day or immediately available funds to the
account designated by the Administrative Agent pursuant to the Secured Credit
Agreement.
The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with the usual practice,
the date and amount of each Loan and the date and amount of each principal
payment hereunder.
This Note is a Note referred to in, and evidences Indebtedness incurred
under, the Secured Credit Agreement, to which reference is made for a
description of the security for this Note and for a statement of the terms and
conditions on which the Borrower is permitted and required to make prepayments
and repayments of principal of the Indebtedness evidenced by this Note and on
which such Indebtedness may be declared to be immediately due and payable.
Unless otherwise defined, terms used herein have the meanings provided in the
Secured Credit Agreement.
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All parties hereto, whether as makers, endorsers, or otherwise, severally
waive presentment for payment, demand, protest and notice of dishonor.
THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL
BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK.
PROSOURCE RECEIVABLES CORPORATION
By: /s/ Xxxx X. Xxxxxx xx Xxxxxxx
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Name: Xxxx X. Xxxxxx xx Xxxxxxx
Title: Vice President, Secretary
and Treasurer
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SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
TO
NOTE OF PROSOURCE RECEIVABLES CORPORATION
DATED ___________, 1997
Principal
Amount Maturity Principal Unpaid
Date of Loan Date Amount Paid Balance
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