Exhibit (b)(6)
REVOLVING NOTE
$12,000,000.00 Dated: September 13, 2004
Chicago, Illinois Due Date: September 13, 2007
FOR VALUE RECEIVED, XXXX BROS. TRANSPORTATION INC., a Delaware
corporation (the "Borrower"), whose address is 0000 Xxxxxxx 00, Xxxxxxx, XX
00000, xxxxxxxx to pay to the order of LASALLE BANK NATIONAL ASSOCIATION, a
national banking association (hereinafter, together with any holder hereof, the
"Bank"), whose address is 000 Xxxxx Xx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, on
or before September 13, 2007 (the "Revolving Loan Maturity Date"), the lesser of
(i) TWELVE MILLION and 00/100 DOLLARS ($12,000,000.00), or (ii) the aggregate
principal amount of all Revolving Loans outstanding under and pursuant to that
certain Loan and Security Agreement dated as of September 13, 2004, executed by
and between the Borrower and the Bank, as amended from time to time (as amended,
supplemented or modified from time to time, the "Loan Agreement"), and made
available by the Bank to the Borrower at the maturity or maturities and in the
amount or amounts stated on the records of the Bank, together with interest
(computed on the actual number of days elapsed on the basis of a 360 day year)
on the aggregate principal amount of all Revolving Loans outstanding from time
to time as provided in the Loan Agreement. Capitalized words and phrases not
otherwise defined herein shall have the meanings assigned thereto in the Loan
Agreement.
This Revolving Note evidences the Revolving Loans, Letters of Credit
and other indebtedness incurred by the Borrower under and pursuant to the Loan
Agreement, to which reference is hereby made for a statement of the terms and
conditions under which the Revolving Loan Maturity Date or any payment hereon
may be accelerated. The holder of this Revolving Note is entitled to all of the
benefits and security provided for in the Loan Agreement. All Revolving Loans
shall be repaid by the Borrower on the Revolving Loan Maturity Date, unless
payable sooner pursuant to the provisions of the Loan Agreement.
Principal and interest shall be paid to the Bank at its address set
forth above, or at such other place as the holder of this Revolving Note shall
designate in writing to the Borrower. Each Revolving Loan made, and all Letters
of Credit issued, by the Bank and all payments on account of the principal and
interest thereof shall be recorded on the books and records of the Bank and the
principal balance as shown on such books and records, or any copy thereof
certified by an officer of the Bank, shall be rebuttably presumptive evidence of
the principal amount owing hereunder.
Except for such notices as may be required under the terms of the Loan
Agreement, the Borrower waives presentment, demand, notice, protest, and all
other demands, or notices, in connection with the delivery, acceptance,
performance, default, or enforcement of this Revolving Note, and assents to any
extension or postponement of the time of payment or any other indulgence.
The Revolving Loans and the Letters of Credit evidenced hereby have
been made and issued and this Revolving Note has been delivered at the Bank's
main office set forth above. This Revolving Note shall be governed and construed
in accordance with the laws of the State of Illinois, in which state it shall be
performed, and shall be binding upon the Borrower, and its legal
representatives, successors, and assigns. Wherever possible, each provision of
the Loan Agreement and this Revolving Note shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of the
Loan Agreement or this Revolving Note shall be prohibited by or be invalid under
such law, such provision shall be severable, and be ineffective to the extent of
such prohibition or invalidity, without invalidating the remaining provisions of
the Loan Agreement or this Revolving Note. The term "Borrower" as used herein
shall mean all parties signing this Revolving Note, and each one of them, and
all such parties, their respective successors and assigns, shall be jointly and
severally obligated hereunder.
IN WITNESS WHEREOF, the Borrower has executed this Revolving Note as of
the date set forth above.
XXXX BROS. TRANSPORTATION INC.,
a Delaware corporation
By: /s/ XXXX XXXXXX
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Name: Xxxx Xxxxxx
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Title: President
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