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EXHIBIT 10.74
REVOLVING CREDIT NOTE
$14,000,000.00 Dated: May 2, 2000
New York, New York
FOR VALUE RECEIVED, Decora, Incorporated, a Delaware corporation
(the "Borrower") HEREBY PROMISES TO PAY to the order of The CIT Group/Business
Credit, Inc. (the "Lender") (i) the principal amount of FOURTEEN MILLION AND
00/100 DOLLARS ($14,000,000.00), or if less, the aggregate unpaid principal
amount of all Revolving Loans (as defined in the Financing Agreement hereinafter
referred to) made by the Lender to the Borrower, payable on the Final Maturity
Date (as defined in the Financing Agreement) and (ii) interest on the unpaid
principal amount of all Revolving Loans, from the date hereof until all such
principal amounts are paid in full, at such interest rates, and payable at such
times, as are specified in the Financing Agreement.
Notwithstanding any other provision of this Revolving Credit
Note, interest paid or becoming due hereunder shall in no event exceed the
maximum rate permitted by applicable law. Both principal and interest are
payable in lawful money of the United States of America in immediately available
funds to The CIT Group/Business Credit, Inc., as administrative agent (the
"Administrative Agent"), at its office located at 0000 Xxxxxx xx xxx Xxxxxxxx,
Xxx Xxxx, Xxx Xxxx 00000 or such other office as the Administrative Agent may
designate.
This Revolving Credit Note is a registered Note and, as provided
in and subject to the terms of the Financing Agreement, this Revolving Credit
Note and the Revolving Loans evidenced hereby may be transferred in whole or in
part only upon surrender of this Revolving Credit Note to the Borrower for
registration of transfer or exchange (and in the case of a surrender for
registration of transfer, duly endorsed or accompanied by a written instrument
of transfer, duly executed by the registered holder of this Revolving Credit
Note or its attorney duly authorized in writing), at which time a new Revolving
Credit Note for a like principal amount will be issued to, and registered in the
name of, the permitted transferee as provided in Section 12.07(b) of the
Financing Agreement. Reference in this Revolving Credit Note to a "holder" shall
mean the person or entity in whose name this Revolving Credit Note is at the
time registered in the register maintained by the Borrower as provided in
Section 12.07(b) of the Financing Agreement and, prior to due presentment for
registration of transfer, the Borrower may treat such person or entity as the
owner of this Revolving Credit Note for the purpose of receiving payment and all
other purposes, and the Borrower will not be affected by any notice to the
contrary.
This Revolving Credit Note is one of the Revolving Credit Notes
referred to in, and is entitled to the benefits of, the Financing Agreement
dated as of May 2, 2000 (as amended or otherwise modified from time to time, the
"Financing Agreement"), by and among Decora Industries, Inc., the Borrower, the
financial institutions from time to time party to the Financing Agreement (each
a "Lender" and collectively, the "Lenders"), the Administrative Agent, and
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Ableco Finance LLC, as collateral agent for the Lenders. The Financing
Agreement, among other things, contains provisions for the acceleration of the
maturity of the unpaid principal amount of this Revolving Credit Note upon the
happening of certain stated events of default and also for prepayments on
account of principal hereof prior to the maturity hereof upon the terms and
conditions specified therein. The Borrower hereby waives presentment for
payment, demand, protest and notice of dishonor of this Revolving Credit Note.
This Revolving Credit Note shall be governed by, and construed
and interpreted in accordance with, the internal laws of the State of New York
applicable to contracts made and to be performed therein without consideration
as to choice of law.
DECORA, INCORPORATED
By:
--------------------------------
Name:
Title:
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