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REVOLVING NOTE
$27,500,000 July 30, 1997
FOR VALUE RECEIVED, the undersigned, SAFETY 1ST, INC., a
Massachusetts corporation, and SAFETY 1ST HOME PRODUCTS CANADA INC., a Canadian
federal corporation, (collectively, the "Borrowers"), jointly and severally
promise to pay to the order of BT Commercial Corporation (the "Lender") at care
of BT Commercial Corporation, as Agent, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, in lawful money of the United States of America and in immediately
available funds, the principal amount of TWENTY SEVEN MILLION FIVE HUNDRED
THOUSAND DOLLARS ($27,500,000), or such lesser amount as may then constitute the
unpaid aggregate principal amount of the Lender's Proportionate Share of the
Revolving Loans outstanding on the Expiration Date.
The Borrowers jointly and severally agree to pay interest at
said office, in like money, on the unpaid principal amount owing hereunder from
time to time from the date hereof until paid in full (both before and after
judgment) on the dates and at the rates specified in Article IV of the Credit
Agreement (as defined below).
If any payment on this note becomes due and payable on a day
other than a Business Day, such payment shall be extended to the next succeeding
Business Day, and with respect to payments of principal, interest thereon shall
be payable at the then applicable rate during such extension.
This note is one of the Revolving Notes referred to in the
Credit Agreement, dated as of July 30, 1997 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among the
Borrowers, the Lender, the other financial institutions parties thereto, BT
Commercial Corporation, as Agent (in such capacity, the "Agent") and Bankers
Trust Company, as Issuing Bank, (in such capacity, the "Issuing Bank"), and is
subject to, and entitled to, all provisions and benefits thereof and is subject
to voluntary and mandatory prepayment in whole or in part as provided therein.
Capitalized terms used herein shall have the meanings given to such terms in the
Credit Agreement unless otherwise defined herein. The Credit Agreement, among
other things, provides for the making of Revolving Loans by the Lender to the
Borrowers from time to time in an aggregate amount not to exceed at any time
outstanding the U.S. dollar amount first above mentioned.
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Upon the occurrence and during the continuance of an Event of
Default, the Agent may, among other things, by delivery of written notice to the
Borrowers from the Agent, take any or all of the following actions, without
prejudice to the rights of the Agent, the Lender or any holder of this note to
enforce its claims against the Borrowers: (a) declare all Obligations due
hereunder to be immediately due and payable (except with respect to any Event of
Default set forth in Section 8.1(g) of the Credit Agreement, in which case all
Obligations due hereunder shall automatically become immediately due and payable
without the necessity of any notice or other demand) without presentment,
demand, protest or any other action or obligation of the Lender; and (b)
immediately terminate the Commitments; and at all times thereafter, all loans
and advances made by the Lender pursuant to the Credit Agreement shall be at the
Lender's sole discretion.
This note is secured by the collateral described in the
Security Agreements and other Collateral Documents.
The Borrowers hereby waive presentment, demand, protest and
notice of any kind in connection with this note. No failure to exercise, and no
delay in exercising any rights hereunder on the part of the holder hereof shall
operate as a waiver of such rights.
This note shall not be revoked or impaired as to either
Borrower by the revocation or release of any obligations of the other Borrower.
Each Borrower hereby agrees that, until the Obligations are
paid in full and the Credit Agreement and all outstanding Letters of Credit are
terminated, it shall not assert any claim or other right that it may now have or
hereafter acquire against the other Borrower that arises from the existence,
payment, performance or enforcement of such Borrower's obligations under this
note or the Credit Agreement, the other Credit Documents or the Obligations or
guarantees thereof, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of the Agent or any Lender against the other
Borrower, or any collateral securing any Obligation, whether or not such claim,
remedy or right arises in equity or under contract, statute or common law,
including, without limitation, the right to take or receive from the other
Borrower, directly or indirectly, in cash or other property or by set-off or in
any other manner, payment or security on account of such claim, remedy or right.
If any amount shall be paid to either Borrower in violation of the preceding
sentence at any time prior to the indefeasible cash payment in full of the
Obligations and the termination of the Credit Agreement and all outstanding
Letters of Credit, such Borrower shall immediately give the Agent notice of its
receipt of such amount and such amount shall be held in trust for the benefit of
the Agent and the Lenders owed the Obligations which gave rise to such
Borrower's right of recovery,
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segregated from other funds of such Borrower, and shall forthwith be paid to the
Agent to be credited and applied to the Obligations then due and payable,
whether matured or unmatured, in such order as the Agent may determine. Each
Borrower acknowledges that it will receive direct and indirect benefits from the
Credit Agreement and the transactions consummated in connection therewith and
that the waiver set forth in this paragraph is knowingly made in contemplation
of such benefits. Until all of the Obligations shall have been paid in full in
cash and the termination of the Credit Agreement and all outstanding Letters of
Credit, neither Borrower will enforce any other claim or exercise any other
rights which it may have against the other Borrower.
THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS NOTE
SHALL BE GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAW
PROVISIONS OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)
AND DECISIONS OF THE STATE OF NEW YORK.
SAFETY 1ST, INC.
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
President
Attest: /s/ Xxxxxxx XxXxxxxxx
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Xxxxxxx XxXxxxxxx
SAFETY 1ST HOME PRODUCTS CANADA
INC.
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
Vice President
Attest: /s/ Xxxxxxx XxXxxxxxx
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Xxxxxxx XxXxxxxxx
