Exhibit 10(bb)
REVOLVING CREDIT NOTE
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$5,000,000 August 23, 2000
FOR VALUE RECEIVED and intending to be legally bound, the undersigned,
Credit Concepts, Inc. ("Borrower") promises to pay, in lawful money of the
United States, to the order of Summit Bank ("Lender"), at the offices of Summit
Bank, 0 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, XX 00000, (or at such
other address as Lender may designate to Borrowers), the maximum aggregate
principal sum of Five Million ($5,000,000) Dollars or such lesser sum which
represents the outstanding balance of the principal balance outstanding under
the Revolving Credit established pursuant to the provisions of that certain
Finance Agreement dated of even date, herewith between Lender and Borrower (as
supplemented, amended, extended or replaced from time to time, the "Loan
Agreement"). All capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to them in the Loan Agreement.
The outstanding principal balance hereunder shall be payable on the
Termination Date. The actual amount due and owing from time to time hereunder
shall be evidenced by Xxxxxx's records of receipts and disbursements with
respect to such Revolving Credit, which shall be presumptive evidence of such
amount absent manifest error.
Xxxxxxxx further agrees to pay interest on the outstanding principal
balance hereunder from time to time at the per annum rates set forth in the
Loan Agreement. Interest shall be calculated on a basis of a year of 360 days
but computed for the actual number of days elapsed, and shall be due and
payable on the first day of each month commencing on September 1, 2000.
Notwithstanding the entry of judgment on this Revolving Credit Note,
interest shall continue to accrue and be owing at the applicable contract rate
set forth in the Loan Agreement. In no event shall the amount of interest paid
or agreed to be paid to Lender hereunder exceed the highest lawful rate
permissible under any law which a court of competent jurisdiction may deem
applicable hereto. In such event, the interest rate shall automatically be
reduced to the maximum rate permitted by such law and Lender may set off any
excess received against other Obligations due or to become due.
This Revolving Credit Note is that certain Revolving Credit Note referred
to in the Loan Agreement and other Loan Documents. This Revolving Credit Note
("Note") shall evidence Borrower's unconditional obligation to repay the
outstanding balance of the Loan, with interest thereon and expenses in
connection therewith. If an Event of Default occurs and is continuing under
the Loan Agreement, Xxxxxx shall thereupon have the option at any time and from
time to time, to declare the unpaid principal balance of this Note along with
accrued and unpaid interest and expenses to be immediately due and payable and
to exercise all rights and remedies set forth herein, and in the other Loan
Documents, as well as all rights and remedies otherwise available to Lender at
law or in equity, to collect the unpaid indebtedness hereunder and thereunder.
This Note is secured by the Collateral described in the Loan Agreement.
Borrower hereby waives presentment for payment, protest, demand, notice of
nonpayment or dishonor and all other notices in connection with the delivery,
acceptance, performance or enforcement of this Note. Any failure or delay of
Lender to exercise any right hereunder shall not be construed as a waiver of
the right to exercise the same or any other right at any other time or times.
The waiver by Lender of a breach or default of any provision of this Note shall
not operate or be construed as a waiver of any subsequent breach or default
thereof. Xxxxxxxx agrees to reimburse Lender following acceleration of
Xxxxxxxx's Obligations after an Event of Default or the failure to repay the
Borrower's Obligations in full upon maturity for all expenses, including,
without limitation, attorneys' fees, incurred by Xxxxxx (if entitled thereto)
to enforce the provisions of this Note, to protect, preserve and defend
Xxxxxx's rights under the Loan Documents, and collect Xxxxxxxx's Obligations
hereunder as described in the Loan Agreement.
AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, BORROWER HEREBY AUTHORIZES
AND EMPOWERS ANY ATTORNEY OR ATTORNEYS OR THE PROTHONOTARY OR CLERK OF ANY
COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA, TO APPEAR FOR BORROWER IN
ANY SUCH COURT, WITH OR WITHOUT DECLARATION FILED, AS OF ANY TERM OR TIME THERE
OR ELSEWHERE TO BE HELD AND THEREIN TO CONFESS OR ENTER JUDGMENT AGAINST
BORROWER IN FAVOR OF LENDER FOR ALL SUMS DUE OR TO BECOME DUE BY XXXXXXXX TO
LENDER UNDER THIS NOTE, WITH COSTS OF SUIT AND RELEASE OF ERRORS AND WITH THE
GREATER OF ONE QUARTER OF ONE PERCENT (.25%) OF SUCH SUMS OR $7,500.00 ADDED AS
A REASONABLE ATTORNEY'S FEE; AND FOR DOING SO THIS NOTE OR A COPY VERIFIED BY
AFFIDAVIT SHALL BE SUFFICIENT WARRANT; SUCH AUTHORITY AND POWER SHALL NOT BE
EXHAUSTED BY ANY EXERCISE THEREOF, AND JUDGMENT MAY BE CONFESSED AS AFORESAID
FROM TIME TO TIME AS OFTEN AS THERE IS OCCASION THEREFOR.
XXXXXXXX ACKNOWLEDGES THAT THEY HAD THE ASSISTANCE OF COUNSEL IN THE
REVIEW AND EXECUTION OF THIS NOTE.
XXXXXXXX, BEING FULLY AWARE OF THE RIGHT TO NOTICE AND A HEARING
CONCERNING THE VALIDITY OF ANY AND ALL CLAIMS THAT MAY BE ASSERTED AGAINST
BORROWER BY XXXXXX BEFORE A JUDGMENT CAN BE ENTERED HEREUNDER OR BEFORE
EXECUTION MAY BE LEVIED ON SUCH JUDGMENT AGAINST ANY AND ALL PROPERTY OF
XXXXXXXX, HEREBY WAIVES THESE RIGHTS AND AGREE AND CONSENT TO JUDGMENT BEING
ENTERED BY CONFESSION IN ACCORDANCE WITH THE TERMS HEREOF AND EXECUTION BEING
LEVIED ON SUCH JUDGMENT AGAINST ANY AND ALL PROPERTY OF XXXXXXXX, IN EACH CASE
WITHOUT FIRST GIVING NOTICE AND THE OPPORTUNITY TO BE HEARD ON THE VALIDITY OF
THE CLAIM OR CLAIMS UPON WHICH SUCH JUDGMENT IS ENTERED.
This Note shall be construed and governed by the laws of the Commonwealth
of Pennsylvania, without regard to its otherwise applicable principles of
conflict of laws. The provisions of this Note are severable and the invalidity
or unenforceability of any provision shall not alter or impair the remaining
provisions of this Note. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
JURY TRIAL IS WAIVED BY XXXXXXXX AND XXXXXX IN CONNECTION WITH ANY CONTROVERSY
OR PROCEEDING INVOLVING THE RIGHTS OF THE PARTIES TO THIS NOTE, WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE.
IN WITNESS WHEREOF, and intending to be legally bound hereby, Xxxxxxxx has
executed these presents the day and year first above written.
CREDIT CONCEPTS, INC.
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