EXHIBIT C TO THIRD AMENDMENT
TO AMENDED AND RESTATED
CREDIT AGREEMENT
AMENDED AND RESTATED REVOLVING CREDIT NOTE
$25,000,000 Minneapolis, Minnesota
October 30, 1998
FOR VALUE RECEIVED, the undersigned, SUNRISE INTERNATIONAL LEASING
CORPORATION, a Delaware corporation, and SUNRISE LEASING CORPORATION, a
Minnesota corporation (jointly and severally, the "Borrower") promise to pay to
the order of U.S. BANK NATIONAL ASSOCIATION, a national banking association (the
"Bank"), its successors and assigns, at its banking office at U.S. Bank Place,
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or such other place
as the holder hereof may designate in writing from time to time, the principal
sum of TWENTY-FIVE MILLION AND NO/100 DOLLARS ($25,000,000), or so much thereof
as may be advanced from time to time pursuant to that certain Amended and
Restated Credit Agreement dated April 1, 1996, between the Borrower and the Bank
(as originally executed and as may be amended, modified, supplemented or
restated from time to time, the "Amended Credit Agreement"), in lawful money of
the United States, together with interest from the date hereof on the unpaid
balance hereof from time to time at the rates and in the manner set forth in the
Amended Credit Agreement. This Note and all accrued and unpaid interest thereon
shall be due and payable in full on Maturity.
This Note is the Revolving Credit Note issued pursuant to the terms and
provisions of the Amended Credit Agreement and this Note and the holder hereof
are entitled to all of the benefits provided for in the Amended Credit
Agreement, or are referred to therein. Reference is made to the Amended Credit
Agreement for a statement of the terms and conditions under which this
indebtedness was incurred and is to be repaid and under which the due date of
this Note may be accelerated. The provisions of the amended Credit Agreement are
hereby incorporated by reference with the same force and effect as if fully set
forth herein. Except as otherwise defined herein, capitalized terms used in this
Note shall have the meanings given to them in the Amended Credit Agreement.
This Note is secured by a Joint Restated and Amended Security Agreement
dated April 1, 1996 executed by the Borrower in favor of the Bank. This Note is
subject to certain mandatory and permissive prepayments, as set forth in the
Amended Credit Agreement.
If an Event of Default, as defined in the Amended Credit Agreement or
any other agreement made by any party in connection with this Note, shall occur,
the Bank or other holder may, without notice, demand, presentment for payment
and notice of nonpayment, all of which Borrower hereby expressly waives, declare
the indebtedness evidenced hereby and all other indebtedness and obligations of
the Borrower to the Bank or holder hereof immediately due and payable and the
Bank or other holder hereof may, without notice, immediately exercise any right
of setoff and enforce any lien or security interest securing payment hereof. The
foregoing shall be in addition to the rights of acceleration that may be
provided in any loan agreement, security agreement, mortgage and/or other
writing relating to the indebtedness evidenced hereby. If this Note is placed
with any attorney(s) for collection upon any default, the Borrower agrees to pay
to the Bank or holder, its reasonable attorneys' fees and all lawful costs and
expenses of collection, whether or not a suit is commenced.
Time is of the essence. No delay or omission on the part of the Bank or
other holder hereof in exercising any right or remedy hereunder shall operate as
a waiver of such right or of any other right or remedy under this Note or any
other document or agreement executed in connection herewith. All waivers by the
Bank must be in writing to be effective and a waiver on any occasion shall not
be construed as a bar to or a waiver of any similar right or remedy on a future
occasion.
Any deposits or other sums at any time credited by or due from the Bank
to any maker, endorser or guarantor hereof and any securities or other property
of any maker, endorser, or guarantor hereof in the possession of the Bank or
other holder of this Note may at all times be held and treated as collateral
security for the payment of this Note. The Bank or other holder hereof may apply
or set off such deposits or other sums against the obligations hereunder at any
time in case of makers, but only with respect to matured liabilities in the case
of endorsers or guarantors.
This Note is issued in substitution for, but not payment of, (a) that
certain Revolving Credit Note dated as of February 29, 1996, payable to the
order of the Bank, in the original principal amount of $25,000,000 and (b) that
certain Renewal Revolving Credit Note dated as of April 1, 1996, payable to the
order of the bank, in the original principal amount of $25,000,000.
THIS NOTE REPRESENTS A LOAN NEGOTIATED, EXECUTED AND TO BE PERFORMED IN
THE STATE OF MINNESOTA AND SHALL BE CONSTRUED, INTERPRETED AND GOVERNED BY THE
SUBSTANTIVE LAWS (BUT NOT THE LAW OF CONFLICTS) OF SAID STATE, GIVING EFFECT TO
LAWS GOVERNING NATIONAL BANKS.
THE BORROWER HEREBY CONSENTS TO THE PERSONAL JURISDICTION OF THE STATE
AND FEDERAL COURTS LOCATED IN THE STATE OF MINNESOTA IN CONNECTION WITH ANY
CONTROVERSY RELATED TO THIS NOTE, WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS
IS NOT CONVENIENT AND AGREES THAT ANY LITIGATION INSTIGATED BY THE BORROWER
AGAINST THE BANK IN CONNECTION WITH THIS NOTE SHALL BE VENUED IN EITHER THE
DISTRICT COURTS OF HENNEPIN COUNTY, MINNESOTA, OR THE UNITED STATES DISTRICT
COURT FOR THE DISTRICT OF MINNESOTA, FOURTH DIVISION.
IN WITNESS WHEREOF, the Borrower has executed and delivered this Note
to the Bank as of the day and year first above written.
SUNRISE LEASING CORPORATION,
a Minnesota corporation
By
Its
SUNRISE INTERNATIONAL
LEASING CORPORATION,
a Delaware corporation
By
Its
ACKNOWLEDGMENT
STATE OF __________ )
) ss.
COUNTY OF ________ )
The foregoing Amended and Restated Revolving Credit Note was
acknowledged before me this ____ day of , 1998, by , as the of Sunrise Leasing
Corporation, a Minnesota corporation, on behalf of said corporation, and as the
of Sunrise International Leasing Corporation, a Delaware corporation, on behalf
of said corporation.
[SEAL]
Notary Public
