Exhibit 10.25
REVOLVING CREDIT NOTE
$6,000,000.00 October 22, 1998
FOR VALUE RECEIVED, and intending to be legally bound, MSI/EAGLE SUPPLY,
INC., a Delaware corporation ("Borrower") hereby promises to pay to the order of
Fleet Capital Corporation, a Rhode Island corporation ("Lender"), in such coin
or currency of the United States which shall be legal tender in payment of all
debts and dues, public and private, at the time of payment, the maximum
principal sum of Six Million Dollars ($6,000,000) or such lesser sum which then
represents the aggregate unpaid principal balance of Revolving Credit Loans,
together with interest from and after the date hereof on the unpaid principal
balance outstanding at the rates per annum set forth in the Loan Agreement (as
defined below). Interest shall be computed in the manner provided in Section 2
of the Loan Agreement.
This Revolving Credit Note (the "Note") is the Revolving Credit Note
referred to in, and is issued pursuant to, that certain Loan and Security
Agreement between Borrower and Lender, dated the date hereof (as amended from
time to time, the "Loan Agreement"), and is entitled to all of the benefits and
security of the Loan Agreement. All of the terms, covenants and conditions of
the Loan Agreement and the Security Documents are hereby made a part of this
Note and are deemed incorporated herein in full. All capitalized terms used
herein, unless otherwise specifically defined in this Note, shall have the
meanings ascribed to them in the Loan Agreement.
The principal amount and accrued interest of this Note shall be due and
payable on the dates and in the manner hereinafter set forth:
(a) Interest shall be due and payable monthly, in arrears, on the first
day of each month, commencing on December 1, 1998, and continuing until
such time as the full principal balance, together with all other amounts
owing hereunder, shall have been paid in full.
(b) Principal shall be payable in accordance with the Loan Agreement and
all outstanding principal, together with any and all other amounts due
hereunder, shall be due and payable on the earlier of the last day of the
Original Term or any Renewal Term of the Loan Agreement (as applicable) or
on the day of the termination of this Agreement.
Notwithstanding the foregoing, the entire unpaid principal balance and accrued
interest on this Note shall be due and payable immediately upon acceleration of
the Obligations following an Event of Default under the Loan Agreement or
termination of the Loan Agreement pursuant to Section 4 thereof.
This Note shall be subject to prepayment (and prepayment premium, if
applicable) in accordance with the provisions of Sections 3.2 and 3.3 of the
Loan Agreement. Borrowers may
also terminate the Loan Agreement and, in connection with such termination,
prepay this Note in the manner and subject to the conditions provided in Section
4 of the Loan Agreement.
Upon the occurrence of an Event of Default, Lender shall have all of the
rights and remedies set forth in Section 10 of the Loan Agreement.
Time is of the essence under this Note. To the fullest extent permitted by
applicable law, Borrower, for itself and its legal representatives, successors
and assigns, expressly waives presentment, demand, protest, notice of dishonor,
notice of non-payment, notice of maturity, notice of protest, presentment for
the purpose of accelerating maturity, diligence in collection, and the benefit
of any exemption or insolvency laws.
Wherever possible, each provision of this Note shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Note shall be prohibited or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or remaining provisions of this
Note. No delay or failure on the part of Lender in the exercise of any right or
remedy hereunder shall operate as a waiver thereof, nor as an acquiescence in
any default, nor shall any single or partial exercise by Lender of any right or
remedy preclude any other right or remedy. Lender, at its option, may enforce
its rights against any Collateral securing this Note without enforcing its
rights against Borrower or any other property or indebtedness due or to become
due to Borrower. Xxxxxxxx agrees that, without releasing or impairing
Xxxxxxxx's liability hereunder, Xxxxxx may at any time release, surrender,
substitute or exchange any Collateral securing this Note and may at any time
release any party primarily or secondarily liable for the indebtedness evidenced
by this Note.
IN ANY LITIGATION ARISING OUT OF OR RELATING TO ANY OF THE MATTERS
CONTAINED IN THIS NOTE OR ANY OF THE DOCUMENTS DELIVERED IN CONNECTION HEREWITH
IN WHICH THE LENDER AND BORROWER ARE ADVERSE PARTIES, THE LENDER AND BORROWER
WAIVE TRIAL BY JURY.
This Note shall be governed by, and construed and enforced in accordance
with, the laws of the State of New York.
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IN WITNESS WHEREOF, Xxxxxxxx has caused this Note to be duly executed and
delivered on the date first above written.
ATTEST: MSI/EAGLE SUPPLY, INC.
[Illegible] By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: CEO
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