Exhibit 1.3
PROMISSORY NOTE
---------------
(REVOLVING LOAN)
$12,000,000.00 August 29, 1997
------------- ---------
FOR VALUE RECEIVED, AMERICAN ECO FUNDING CORP., a
corporation organized under the State of Delaware (the "Borrower"),
--------
promises to pay to the order of UNION BANK OF CALIFORNIA, N.A.
(the "Lender"), as a Lender referred to in the Credit and
------
Guaranty Agreement dated as of August 22, 1997 by and among the
Borrower, American Eco Corporation, the financial institutions
referred to therein as Lenders, the financial institutions
referred to therein as Issuing Banks and Union Bank of
California, N.A., as Agent (the "Credit Agreement"), on or before
----------------
the Revolving Credit Termination Date, the lesser of (i) the
principal amount of TWELVE MILLION DOLLARS ($12,000,000.00) in
-------------- -------------
accordance with the terms of the Credit Agreement or (ii) the
unpaid principal amount of all amounts loaned or, upon repayment,
reloaned by the Lender to the Borrower under this Note as
Revolving Loans under the Credit Agreement.
The Borrower also promises to pay interest on any
unpaid principal amount hereof from the date hereof until paid in
full, at the rates and at the times determined in accordance with
the provisions of the Credit Agreement.
This Note is one of the Borrower's "Revolving Notes"
issued pursuant to and entitled to the benefits of the Credit
Agreement, to which reference is hereby made for a more complete
statement of the terms and conditions under which the Lender's
Revolving Loans evidenced hereby are to be made and repaid. This
Note is subject to voluntary prepayment in accordance with
Section 4.1(a) of the Credit Agreement and subject to mandatory
prepayment in accordance with Section 4.1(b) of the Credit
Agreement. Terms defined and the rules of construction contained
in the Credit Agreement have, unless the context otherwise
requires, the same meanings and application in this Note.
All payments of principal and interest in respect of
this Note shall be made in immediately available funds at the
office of the Agent located at 000 Xxxxx Xxxxxxxx Xxxxxx,
Xxx Xxxxxxx, Xxxxxxxxxx 00000, or at such other place as shall be
designated in writing for such purpose in accordance with the
terms of the Credit Agreement. Until notified in writing of the
transfer of this Note, the Borrower shall be entitled to deem the
Lender, or such Person as has been identified by the transferor
in writing to the Borrower as the holder of this Note, as the
owner and holder of this Note.
Upon the occurrence of an Event of Default, the unpaid
balance of the principal amount of this Note, together with all
accrued but unpaid interest thereon, may become, or may be
declared to be, due and payable in the manner, upon the
conditions and with the effect provided in the Credit Agreement.
The terms of this Note are subject to amendment only in
the manner provided in the Credit Agreement.
No reference herein to the Credit Agreement and no
provision of this Note or the Credit Agreement shall alter or
impair the obligation of the Borrower, which is absolute and
unconditional, to pay the principal of and interest on this Note
at the place, at the respective times and in the currency
prescribed herein or in the Credit Agreement.
The Borrower and endorsers of this Note hereby consent
to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waive diligence, presentment,
protest, demand and notice of every kind except such as may be
required under the Credit Agreement and, to the full extent
permitted by law, the right to plead any statute of limitations
as a defense to any demand hereunder.
The Borrower and every guarantor of this Note hereby
agree to pay on demand, in accordance with, and subject to the
provisions of the Credit Agreement, all costs and expenses
(including legal costs and attorneys' fees) incurred or paid by
or on behalf of the Lender in enforcing this Note.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK AND (TO THE
EXTENT APPLICABLE) THE FEDERAL LAWS OF THE UNITED STATES OF
AMERICA, INCLUDING THE APPLICABLE PROVISIONS OF THE NATIONAL BANK
ACT.
IN WITNESS WHEREOF, the Borrower has caused this Note
to be executed and delivered as of the day and year first above
written.
AMERICAN ECO FUNDING CORP.
By: /s/ Xxxxxxx X. XxXxxxxx
-----------------------
Name: Xxxxxxx X. XxXxxxxx
---------------------
Title: President
--------------------
