Exhibit No .4(b)
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RESTATED SECURED REVOLVING NOTE
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$40,000,000.00 Mahwah, New Jersey
October 23, 2003
FOR VALUE RECEIVED, XXXXXX, INC., a corporation having an address at
000 00xx Xxxxxx, Xxxx Xxx Xxxx, Xxx Xxxxxx 00000 ("Borrower"), promises to pay
to the order of XXXXXX UNITED BANK ("Lender"), at 0000 XxxXxxxxx Xxxxxxxxx,
Xxxxxx, Xxx Xxxxxx 00000 or at such other place as Lender may from time to time
in writing designate, the principal sum of each Advance made by Lender to
Borrower under that certain revolving loan agreement dated December 23, 2002
between Xxxxxxxx and Lender as it may be subsequently amended and/or modified
(collectively, the "Loan Agreement") (the Loan Agreement together with all of
the other documents, instruments or agreements executed in connection therewith,
as the same may be modified, amended, restated or replaced from time to time are
hereinafter collectively referred to as, the "Loan Documents"). The aggregate
unpaid principal balance hereof shall not exceed at any time the sum of FORTY
MILLION and 00/100 (40,000,000.00) DOLLARS. Capitalized terms used herein and
not otherwise defined shall have the meaning given such terms in the Loan
Documents. The entire unpaid principal balance hereof, together with the accrued
interest thereon and accrued late charges, if any, and all other sums due
hereunder and under the Loan Documents shall be due and payable on the
Termination Date.
Xxxxxxxx also promises to pay interest to Lender monthly, in arrears,
on the first day of each month commencing on January 1, 2003 on the average
daily unpaid principal balance of this Note at the rate set forth in Section 3.1
of the Loan Agreement.
This is the "Revolving Note" referred to in the Loan Agreement and is
entitled to the benefit of all of the terms and conditions and the security of
all of the security interests and liens granted by Borrower or any other person
to Lender pursuant to the Loan Agreement or any other Loan Document. Upon the
occurrence and during the continuance of any Event of Default, the entire unpaid
principal amount owed Lender hereunder shall, at the option of Lender, become
immediately due and payable without further notice or demand, all as provided in
the Loan Agreement.
This Note replaces and supersedes (but shall not be considered a
repayment of) a note of the Obligor dated December 23, 2002 in the original
principal amount of $32,000,000.00 (the "Prior Note"). Any and all amounts
evidenced by the Prior Note shall hereafter be evidenced by this Note and any
accrued but unpaid interest due and owing under the Prior Note shall be payable
on the first interest payment date hereunder.
Whenever any payment to be made under this Note shall be stated to be
due on a day other than a Banking Day, such payment shall be made on the next
succeeding Banking Day and such extension of time shall be included in the
computation of any interest then due and payable hereunder.
The undersigned and all other parties who, at any time, may be liable
hereon in any capacity waive presentment, demand for payment, protest and notice
of dishonor of this Note. This Note and any provision hereof may not be waived,
modified, amended or discharged orally, but only by an agreement in writing
which is signed by the holder and the party or parties against whom enforcement
of any waiver, change, modification, amendment or discharge is sought.
This Note shall be governed by and construed under the internal laws of
the State of New Jersey, as the same may from time to time be in effect, without
regard to principles of conflicts of laws thereof.
IN WITNESS WHEREOF, the undersigned has executed this Note the day and
year first above written.
WITNESS: XXXXXX, INC.
------------------------- by: /s/ XXXXXXX XXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxx
Title: Chief Financial Officer & Treasurer
