SECOND AMENDED AND RESTATED REVOLVING CREDIT NOTE
Exhibit
10.6
SECOND
AMENDED AND RESTATED REVOLVING CREDIT NOTE
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$30,000,000
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New
York, New York
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As
of November 25, 2008
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FOR
VALUE
RECEIVED, the undersigned, KINRO, INC., an Ohio corporation, and XXXXXXX
COMPONENTS, INC., a Delaware corporation (collectively, the "Borrowers"), hereby
jointly and severally, unconditionally promise to pay to the order of JPMorgan
Chase Bank N.A. (the "Lender"), at the office of JPMorgan Chase Bank, N.A.
(the
"Administrative Agent") at 00 X. Xxxxxxxx, Xxxxxxx, XX 00000 on the Maturity
Date in lawful money of the United States of America and in immediately
available funds, the principal amount of (a) THIRTY MILLION DOLLARS
($30,000,000), or, if greater, (b) such additional principal amount as shall
have been made available after the date hereof by the Lender pursuant to Section
2.06A of the Credit Agreement referred to below, or, if less, (c) the aggregate
unpaid principal amount of all Revolving Loans made by the Lender pursuant
to
the Credit Agreement (referred to below). The Borrowers further agree, jointly
and severally, to pay interest on the unpaid principal amount outstanding
hereunder from time to time from the date hereof in like money at such office
at
the rates and on the dates specified in the Credit Agreement.
The
holder of this Note is authorized to record on the schedule annexed hereto
or on
a continuation thereof the date, Type and amount of each Loan made pursuant
to
the Credit Agreement, each continuation thereof, each conversion of all or
a
portion thereof to another Type, the date and amount of each payment or
repayment of principal thereof and, in the case of Eurodollar Loans, the length
of each Interest Period with respect thereto; provided, however, that the
failure to make any such recordation shall not affect the obligations of the
Borrowers in respect of such Loans.
This
Note
is one of the Revolving Credit Notes referred to in the Second Amended and
Restated Credit Agreement dated as of November 25,
2008
among
the Borrowers, the Lenders party thereto and JPMorgan Chase Bank, N.A. as
Administrative Agent (the "Credit Agreement"), is secured as provided therein
and in the Security Documents, is entitled to the benefits of the Guarantee
Agreements as provided in the Credit Agreement and the Guarantee Agreements,
and
is subject to optional and mandatory prepayment as set forth in the Credit
Agreement. Any amounts owing under the First Amended and Restated Revolving
Credit Note dated as of March __, 2006 and issued to the Lender under the
predecessor credit agreement to the Credit Agreement, which this Note replaces
and is substituted for, shall continue to be owing under this Note in all
respects.
Upon
the
occurrence of any one or more of the Events of Default specified in the Credit
Agreement, all amounts then remaining unpaid on this Note shall become, or
may
be declared to be, immediately due and payable, all as provided in the Credit
Agreement.
All
parties now and hereafter liable with respect to this Note, whether maker,
principal, surety, guarantor, endorser or otherwise, hereby waive presentment,
demand, protest and all other notices of any kind.
Terms
defined in the Credit Agreement are used herein with their defined meanings
unless otherwise defined herein. This Note shall be governed by, and construed
and interpreted in accordance with, the laws of the State of New
York.
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By:
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Name:
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Title:
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XXXXXXX
COMPONENTS, INC.
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By:
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Name:
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Title:
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