1
EXHIBIT B
REVOLVING NOTE
$30,000,000
July 31, 1996
Cleveland, Ohio
FOR VALUE RECEIVED, the undersigned, Diversified Opportunities
Group Ltd., an Ohio limited liability company (the "Borrower"), promises to pay
to the order of XXXXXXX X. XXXXXX, an individual (the "Lender"), at 00000 Xxxxxx
Xxxxx Xxxx, Xxxxxxxxx, Xxxx 00000, in lawful money of the United States of
America in immediately available funds, the principal amount of THIRTY MILLION
AND NO/100 DOLLARS ($30,000,000) or, if less, the aggregate principal amount of
all advances (each, an "Advance" and, collectively, the "Advances") made
hereunder at the times set forth in the Credit Agreement, of even date herewith,
by and between Xxxxxxx X. Xxxxxx and Xxxxxxxx (the "Credit Agreement"), and to
pay interest (computed on the basis of actual days elapsed and a year of 360
days) in like funds on the unpaid principal amount hereof from time to time
outstanding at the rates and times set forth in the Credit Agreement, provided
that in any event the entire unpaid principal balance hereof, together with all
accrued and unpaid interest hereon, if not sooner paid, shall be due and payable
in full on the Maturity Date (as defined in the Credit Agreement).
This note is the Revolving Note referred to in the Credit
Agreement. This note is subject to certain permissive prepayments upon the terms
provided in the Credit Agreement.
Lender shall enter in his records the amount of each Advance
made and the payments made thereon, and Lender is authorized by Borrower to
enter on a schedule attached to this Revolving Note a record of such Advances
and payments; provided, however that the failure by Lender to make any such
entry or any error in making such entry shall not limit or otherwise affect the
obligation of the Borrower hereunder, and, in all events, the principal amounts
owning by Borrower in respect of this Revolving Note shall be the aggregate
amount of all Advances made by Lender less all payments of principal thereof
made by the Borrower. Upon request of Xxxxxxxx, Lender shall provide Borrower a
copy of a schedule on which is set forth Xxxxxx's record of such Advances and
payments.
Upon the occurrence of any one or more or the following events
the Lender's obligations to make Advances under the Credit Agreement shall
automatically terminate and this Revolving Note shall automatically become
immediately due and payable without any further action on the part of Lender:
(a) Borrower shall become insolvent or shall generally not pay
Borrower's debts as they mature or shall apply for, shall consent to, or shall
acquiesce in the appointment of a custodian, trustee or receiver for Borrower or
for a substantial part of
2
Xxxxxxxx's property or, in the absence of such application, consent or
acquiescence, a custodian, trustee or receiver shall be appointed for Borrower
or for a substantial part of Borrower's property and shall not be discharged
within 90 days, or Borrower shall make an assignment for the benefit of
creditors; or
(b) Any bankruptcy, reorganization, debt arrangement or other
proceedings under any bankruptcy or insolvency law shall be instituted by or
against Borrower, and, if instituted against Borrower, shall have been consented
to or acquiesced in by Borrower, or shall remain undismissed for 90 days, or an
order for relief shall have been entered against Borrower.
Borrower shall pay all costs and expenses, including
reasonable attorneys' fees, incurred by Xxxxxx in connection with the
enforcement of Xxxxxx's rights hereunder or under the Credit Agreement or in
connection with the collection of this Revolving Note or any Advances made
hereunder.
The undersigned waives presentment, notice of nonpayment,
protest, notice of protest, notice of default and notice of dishonor.
No member of Xxxxxxxx shall be personally liable for the
repayment of principal, interest, costs or expenses under this note.
THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE
SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF OHIO WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.
BORROWER:
DIVERSIFIED OPPORTUNITIES GROUP, LTD.
By: Xxxxxx Entertainment Ltd.
By /s/ Xxxxxxx X. Xxxxxx
------------------------
Title: President
And By: The Opportunities Trust
By /s/ Xxxxxxx X. Xxxxxx
-------------------------
Xxxxxxx X. Xxxxxx, Trustee
And By /s/ Xxxx X. Xxxxxxxx
------------------------
Xxxx X. Xxxxxxxx, Trustee
