Exhibit 4.24
FIFTH AMENDMENT TO THE
FOURTH AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT
This FIFTH AMENDMENT to the Fourth Amended and Restated Revolving Credit
and Term Loan Agreement, dated as of December 15, 1997 (the "Amendment"), by
and among (a) Xxxxxxxx Consumers Company, Xxxx Xxxx, Inc., and Shore Stop
Corporation, each a Delaware corporation, (collectively, the "Borrowers"),
(b) BankBoston, N.A. (formerly known as The First National Bank of Boston),
The Travelers Insurance Company, The Travelers Indemnity Company, Senior Debt
Portfolio, Xxxxx Bank N.A., CypressTree Investment Management Company, Inc.
("CypressTree"), CypressTree Investment Partners I, Ltd. ("CypressTree I"),
and Deeprock & Company (collectively, the "Banks"), and (c) BankBoston, N.A.
as agent for the Banks (the "Agent").
WHEREAS, the Borrowers, the Banks and the Agent are parties to that
certain Fourth Amended and Restated Revolving Credit and Term Loan Agreement
dated as of July 8, 1996 (as amended and in effect prior to giving effect to
this Amendment, the "Credit Agreement"); and
WHEREAS, the Borrowers have requested and the Banks have agreed, subject
to the terms and conditions set forth herein, to temporarily increase the
Total Commitment; and
WHEREAS, the Borrowers have requested and the Banks have agreed, subject
to the terms and conditions set forth herein, to modify certain other
provisions of the Credit Agreement;
NOW, THEREFORE, the Borrowers, the Banks and the Agent hereby covenant and
agree as follows:
Section 1. Defined Terms. Capitalized terms which are used herein without
definition and which are defined in the Credit Agreement shall have the same
meanings herein as in the Credit Agreement.
Section 2. Amendment to the Credit Agreement.
(a) Section 1.1 (Definitions) of the Credit Agreement is hereby amended by
deleting the definitions of the terms "Additional Note Maturity Date",
"Overadvance Amount" and "Overadvance Expiration Date" in their entirety and
substituting the following respective definitions for such terms and by
inserting in the appropriate alphabetical order the definition of
"Participant" set forth below:
Additional Note Maturity Date, March 31, 1998.
Overadvance Amount. (a) For the period from December 15, 1997,
through the Overadvance Expiration Date, $1,000,000 and (b) at
all other times, $0; provided that if at any time prior to the
Overadvance Expiration Date, the $1,000,000 participating
interest in the Revolving Credit Loans purchased by the
Participant pursuant to the terms of that certain Participation
Agreement dated as of December 15, 1997 among the Participant and
each Bank listed on Schedule 1(a) hereto does not remain fully
funded or the Participant is not in compliance with its
obligations under such Participation Agreement, the Overadvance
Amount shall immediately and automatically be reduced to $0.
Overadvance Expiration Date. March 31, 1998.
Participant. The Company identified or defined in the
Participation Agreement dated as of December 15, 1997, or its
affiliate, which is a party to that certain Participation
Agreement dated as of December 15, 1997 among such entity and
each Bank listed on Schedule 1(a) hereto.
(b) Section 2.1(a) of the Credit Agreement is hereby amended by
replacing clause (ii) in the first sentence thereof with the following:
(ii) the sum of the Borrowing Base plus the Overadvance Amount.
(c) Section 2.4 of the Credit Agreement is hereby amended as follows:
(i) by deleting the first sentence thereof in its entirety and
substituting the following sentence therefor:
The Revolving Credit Loans shall be evidenced by separate promissory notes
of the Borrowers in substantially the form of Exhibit H hereto dated as of
the Closing Date and completed with the appropriate insertions in the
aggregate principal amount of $13,000,000 (each such promissory note, a
"Revolving Credit Note"), and by separate additional promissory notes of
the Borrowers in substantially the form of Exhibit H-1 hereto dated as of
December 15, 1997 and completed with appropriate insertions in the
aggregate principal amount of $3,000,000 (with the term "Revolving Credit
Note" also including such additional promissory notes until they have
been paid in full).
(ii) by deleting the phrase "One Revolving Credit Note" from the
beginning of the second sentence thereof and replacing it with the phrase
"Revolving Credit Notes"
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(d) The undersigned hereby re-confirm the amendment to Section 3.2 of
the Credit Agreement made in the First Amendment as follows: Section 3.2 of
the Credit Agreement is hereby amended by (1) replacing the word "and"
between clauses (i) and (ii) thereof with a comma and (2) replacing clause
(ii) in the first sentence thereof with the following:
(ii) the sum of the Borrowing Base plus the Overadvance Amount, or (iii)
the amount permitted to be outstanding pursuant to Section 4.09 of the
Indenture dated as of December 15, 1994, among the Borrowers, Xxxxxxxxx
and The Bank of New York as successor trustee, as amended,
(e) The undersigned hereby re-confirm the amendment to Section 5.1.1 of
the Credit Agreement made in the First Amendment as follows: Section 5.1.1 of
the Credit Agreement is hereby amended by replacing clause (B) at the end of
the first proviso of the first sentence thereof with the following:
(B) the sum of the Borrowing Base plus the Overadvance Amount,
(f) Section 9.4 of the Credit Agreement is hereby amended by deleting
the last paragraph thereof which was inserted pursuant to the First Amendment
to the Credit Agreement and by adding the following new paragraph at the end
of such section:
In addition, during the period from December 15, 1997 through the
Additional Note Maturity Date, the Borrowers will deliver to each of the
Banks, simultaneously with the delivery of each of the Borrowing Base
Reports referred to in subsection (d) above during such period, a
Borrowing Base Report calculated in accordance with the definition of
"Borrowing Base" in the Subordinated Debt Documents.
(g) Schedule 1(a) (Revolving Credit Commitment; Revolving Credit
Commitment Percentage) to the Credit Agreement is hereby deleted in its
entirety and Schedule 1(a) attached hereto is substituted therefor.
(h) Exhibit H-1 to the Credit Agreement is hereby deleted in its
entirety and Exhibit H-1 attached hereto is substituted therefor.
Section 3. Additional Notes. The Borrowers shall execute and deliver to
each of the Banks listed on Schedule 1(a) to the Credit Agreement an
Additional Note in the form of Exhibit H-1 referred to in Section 2(h) hereof
(each, an "Additional Note") in an amount equal to such Bank's Revolving
Credit Commitment Percentage of $3,000,000.
Section 4. Participation Agreement. The Borrowers, each of the Parent,
Xxxxxxxxx and Regent Transport, the Agent and each Bank (a) acknowledge that
as a condition precedent to the effectiveness of this Amendment, the Banks
which are
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listed on Schedule 1(a) to the Credit Agreement (the "Revolving Credit
Banks") and the Participant (such term as used in this Amendment shall be
defined as set forth in Section 2 above) are entering into a Participation
Agreement in the form attached hereto as Exhibit A (as so executed and
delivered by such parties, the "Participation Agreement") and consent to such
Participation Agreement and (b) agree that notwithstanding anything to the
contrary in Section 20.5 of the Credit Agreement, in the event that at any
time prior to the Additional Note Maturity Date, the Participant fails to
comply with the terms of the Participation Agreement or keep its
participating interest purchased thereunder fully funded, the Revolving
Credit Commitment of each Revolving Credit Bank shall immediately and
automatically be reduced by such Revolving Credit Bank's Revolving Credit
Commitment Percentage of $3,000,000.
Section 5. Conditions to Effectiveness to Amendment. This Amendment
shall become effective upon satisfaction of the following conditions
precedent on the Amendment Closing Date:
(a) receipt by the agent of this Amendment, executed and delivered by
each of the Borrowers, the Agent and the Banks;
(b) receipt by each of the Revolving Credit Banks of the Additional Note
payable to such Bank, executed by the Borrowers;
(c) receipt by the Agent of an opinion of counsel to the Borrowers, in
form and substance satisfactory to the Agent;
(d) receipt by the Revolving Credit Banks of a Participation Agreement
substantially in the form of Exhibit A attached hereto executed by the
Participant and the Revolving Credit Banks and evidence that the Participant
has purchased the participating interests contemplated thereby;
(e) receipt by the Agent of an opinion of counsel to the Participant in
form and substance satisfactory to the Revolving Credit Banks;
(f) a certificate of the Secretary of State of Delaware as to the legal
existence and good standing of each Borrower;
(g) a certificate of an officer of each of the Borrowers certifying as
to (i) no changes to such Borrower's charter and bylaws since July 8, 1996,
(ii) the resolutions of the Board of Directors of such Borrower authorizing
and approving the execution, delivery and performance of this Amendment, the
Additional Notes, and the other documents contemplated hereby and (iii) the
incumbency and signature of officers authorized to execute and deliver this
Amendment and the other documents contemplated hereby;
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(h) payment of an amendment fee in the amount of $30,000 for the pro
rata account of each Revolving Credit Bank in accordance with each Revolving
Credit Bank's Revolving Credit Commitment Percentage; and
(i) receipt by the Agent of (i) a Borrowing Base Report dated as
of the date hereof pursuant to the Credit Agreement and (ii) a Borrowing Base
Report dated as of the date hereof calculated in accordance with the
definition of "Borrowing Base" in the Subordinated Debt Documents.
Section 6. Affirmation of the Borrowers. Each of the Borrowers hereby
affirms all of its obligations under the Credit Agreement, as amended hereby,
and the Notes and under each of the other Loan Documents to which it is a
party and hereby affirms its absolute and unconditional promise to pay to the
Banks the Loans and all other amounts due under the Credit Agreement, as
amended hereby. Each of the Borrowers hereby represents, warrants and
confirms that the Obligations, as amended hereby, are and remain secured
pursuant to the Security Documents.
Section 7. Representations and Warranties. Each of the Borrowers hereby
represents and warrants to the Banks and the Agent as follows:
(a) Representations and Warranties. The representations and warranties
contained in Section 8 of the Credit Agreement were true and correct in all
material respects when made. The representations and warranties contained in
Section 8 of the Credit Agreement, after giving effect to this Amendment, are
true and correct on the date hereof, except (i) for those representations and
warranties which relate specifically to a particular date, which
representations and warranties were true and correct as of such date and (ii)
as otherwise disclosed in writing by the Borrowers to each of the Banks and
the Agent subsequent to the Closing Date.
(b) Authority. The execution and delivery by each Borrower of this
Amendment and the Additional Notes, and the performance by each Borrower of
this Amendment the Additional Notes and the Credit Agreement, as amended
hereby, (i) are within the corporate authority of such Borrower, (ii) have
been duly authorized by all necessary corporate proceedings, (iii) do not
conflict with or result in any breach or contravention of any provision of
law, statute, rule or regulation to which such Borrower is subject or any
judgment, order, writ, injunction, license or permit applicable to such
Borrower, and (iv) do not conflict with any provision of the corporate
charter or bylaws of such Borrower or any agreement or other instrument
binding upon such Borrower.
(c) Enforceability. This Amendment, the Additional Notes and the Credit
Agreement, as amended hereby, are valid and legally binding obligations of
each Borrower, enforceable against such Borrower in accordance with their
respective terms and provisions, except as enforceability is limited by
bankruptcy, insolvency, reorganization, moratorium or other laws relating to
or affecting generally the
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enforcement of creditor's rights and except to the extent that availability
of the remedy of specific performance or injunctive relief is subject to the
discretion of the court before which any proceeding therefor may be brought.
(d) No Default. No Default or Event of Default exists or will exist
after giving effect to the execution and delivery of this Amendment.
SECTION 8. No Other Amendments. Except as expressly provided in this
Amendment, all of the terms and conditions of the Credit Agreement and the
other Loan Documents remain unchanged, and the terms and conditions of the
Credit Agreement as amended hereby and the other Loan Documents remain in
full force and effect.
SECTION 9. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by each party on a separate counterpart, each
of which when so executed and delivered shall be an original, but all of
which together shall constitute one instrument. In proving this Amendment,
it shall not be necessary to produce or account for more than one such
counterpart signed by the party against whom enforcement is sought.
SECTION 10. Miscellaneous. This Amendment shall be deemed to be a contract
under seal under the laws of The Commonwealth of Massachusetts and shall for
all purposes be construed in accordance with and governed by the laws of The
Commonwealth of Massachusetts. The captions in this Amendment are for
convenience of reference only and shall not define or limit the provisions
hereof. The Borrowers agree to pay to the Agent, on demand by the Agent, all
reasonable out-of-pocket costs and expenses incurred or sustained by the
Agent in connection with the preparation of this Amendment, including
reasonable legal fees.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
XXXXXXXX CONSUMERS COMPANY
By: /s/ Xxxxxxx X. XxXxxxxx
--------------------------------
Title: Vice President -- Finance
Secretary & Treasurer
XXXX XXXX, INC.
By: /s/ Xxxxxxx X. XxXxxxxx
--------------------------------
Title: Vice President
SHORE STOP CORPORATION
By: /s/ Xxxxxxx X. XxXxxxxx
--------------------------------
Title: Vice President
BANKBOSTON, N.A. (formerly known as
The First National Bank of Boston),
individually and as Agent
By: /s/ illegible
--------------------------------
Title:
THE TRAVELERS INSURANCE COMPANY
By: /s/ illegible
--------------------------------
Title:
THE TRAVELERS INDEMNITY COMPANY
By: /s/ illegible
--------------------------------
Title:
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SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Adviser
By: /s/ illegible
---------------------------------
Title:
XXXXX BANK N.A.
By: /s/ illegible
--------------------------------
Title:
CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC.
As: Attorney-in-Fact and on behalf of
First Allmerica Life Insurance Company
By: /s/ illegible
---------------------------------
Title:
CYPRESSTREE INVESTMENT
PARTNERS I,LTD.
By: CypressTree Investment
Management Company, Inc.,
as Portfolio Manager
By: /s/ illegible
----------------------------------
Title:
DEEPROCK & COMPANY
By: Xxxxx Xxxxx Management, as
Investment Advisor
By: /s/ illegible
----------------------------------
Title:
8
Each of the undersigned hereby (i) acknowledges the provisions of the
foregoing Amendment and (ii) ratifies and confirms all of its obligations
under each of the Loan Documents to which it is a party.
XXXXXXXX HOLDINGS, INC.
By: /s/ Xxxx Xxxxx
---------------------------------
Title: Vice President
XXXXXXXXX TERMINALS, INC.
By: /s/ Xxxxxxx X. XxXxxxxx
---------------------------------
Title:
REGENT TRANSPORT, INC.
By: /s/ Xxxxxxx X. XxXxxxxx
--------------------------------
Title:
9
SCHEDULE 1(a)
Revolving Credit Commitment;
Revolving Credit Commitment Percentage
For the period from December 15, 1997 to but excluding the Additional Note
Maturity Date:
Revolving
Revolving Credit
Credit Commitment
Bank Commitment Percentage
---- ---------- ----------
BankBoston, N.A. $10,461,536 65.3846%
Xxxxx Bank N.A. $ 5,538,464 34.6154%
----------- -------
$16,000,000 100%
For the period from and including the Additional Note Maturity Date through
the Revolving Credit Maturity Date:
Revolving
Revolving Credit
Credit Commitment
Bank Commitment Percentage
---- ---------- ----------
BankBoston, N.A. $ 8,500,000 65.3846%
Xxxxx Bank N.A. $ 4,500,000 34.6154%
----------- -------
$13,000,000 100%
EXHIBIT H-1
FORM OF
ADDITIONAL
REVOLVING CREDIT NOTE
$________ As of _____________
FOR VALUE RECEIVED, the undersigned XXXXXXXX CONSUMERS COMPANY, a Delaware
corporation ("Xxxxxxxx), XXXX XXXX, INC., a Delaware corporation ("King") and
SHORE STOP CORPORATION, a Delaware corporation ("SSC" and together with
Xxxxxxxx and Xxxx and their respective successors in title and assigns,
hereinafter called the "Borrowers"), hereby jointly and severally promise to
pay to the order of __________, (hereinafter together with its successors in
title and assigns, called the "Bank"), at the Agent's Head Office:
(a) prior to or on the Additional Note Maturity Date (as defined
in the Credit Agreement referred to below), the principal amount of
______ Dollars ($__) or, if less, the amount by which the aggregate
unpaid principal amount of Revolving Credit Loans advanced by the Bank
to the Borrowers plus the amount of the Bank's Revolving Credit
Commitment Percentage of the sum of the Maximum Drawing Amount and all
Unpaid Reimbursement Obligations with respect to Letters of Credit
issued for the Borrowers pursuant to the Fourth Amended and Restated
Revolving Credit and Term Loan Agreement dated as of July 8, 1996 (as
amended and in effect from time to time, the "Credit Agreement"), by and
among the Borrowers, the Bank, certain other lending institutions from
time to time listed on Schedule 1 thereto and the Agent, exceeds the
Bank's Revolving Credit Commitment as in effect immediately after the
Additional Note Maturity Date; and
(b) interest on the principal balance hereof from time to time
outstanding from the date hereof through and including the date on which
all principal amounts owing hereunder are paid in full at the times and
at the rate provided in the Credit Agreement.
This Note evidences borrowings under and has been issued by the
Borrowers in accordance with the terms of the Credit Agreement. The Bank and
any holder hereof is entitled to the benefits of the Credit Agreement, the
Security Documents and the other Loan Documents, and may enforce the
agreements of the Borrowers contained therein, and any holder hereof may
exercise the respective remedies provided for thereby or otherwise available
in respect thereof, all in accordance with the respective terms thereof. All
capitalized terms used in this Note and not otherwise defined herein shall
have the same meanings herein as in the Credit Agreement.
The Borrowers irrevocably authorize the Bank to make or cause to be made,
at or about the time of the Drawdown Date of any Revolving Credit Loan or at
the time of receipt of any payment of principal of this Note, an appropriate
notation on the grid attached to this Note, or the continuation of such grid,
or any other similar record, including computer records, reflecting the
making of such Revolving Credit Loan or (as the case may be) the receipt of
such payment. The outstanding amount of the Revolving Credit Loans set forth
on the grid attached to this Note, or the continuation of such grid, or any
other similar record, including computer records, maintained by the Bank with
respect to any Revolving Credit Loans shall be prima facie evidence of the
principal amount thereof owing and unpaid to the Bank, but the failure to
record, or any error in so recording, any such amount on any such grid,
continuation or other record shall not limit or otherwise affect the
obligation of the Borrowers hereunder or under the Credit Agreement to make
payments of principal of and interest on this Note when due.
The Borrowers have the right in certain circumstances and the obligation
under certain other circumstances to prepay the whole or part of the
principal of this Note on the terms and conditions specified in the Credit
Agreement.
If any one or more of the Events of Default shall occur and be continuing,
the entire unpaid principal amount of this Note and all of the unpaid
interest accrued thereon may become or be declared due and payable in the
manner and with the effect provided in the Credit Agreement.
No delay or omission on the part of the Bank or any holder hereof in
exercising any right hereunder shall operate as a waiver of such right or of
any other rights of the Bank or such holder, nor shall any delay, omission or
waiver on any one occasion be deemed a bar or waiver of the same or any other
right on any further occasion.
The Borrowers and every endorser and guarantor of this Note or the
obligation represented hereby waive presentment, demand, notice, protest and
all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, and assent to any extension
or postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to the addition or
release of any other party or person primarily or secondarily liable.
THIS NOTE AND THE JOINT AND SEVERAL OBLIGATIONS OF THE BORROWERS HEREUNDER
SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAW OF THE COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO
CONFLICTS OR CHOICE OF LAW). THE BORROWERS AGREE THAT ANY SUIT FOR THE
ENFORCEMENT OF
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THIS NOTE MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS
OR ANY FEDERAL COURT SITTING THEREIN AND THE CONSENT TO THE NONEXCLUSIVE
JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING
MADE UPON THE BORROWERS BY MAIL AT THE ADDRESS SPECIFIED IN SECTION 21 OF
THE CREDIT AGREEMENT. THE BORROWERS HEREBY WAIVE ANY OBJECTION THAT THEY MAY
NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT
SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.
This Note shall be deemed to take effect as a sealed instrument under
the laws of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, each of the Borrowers have caused this Revolving
Credit Note to be signed in its corporate name and its corporate seal to be
impressed thereon by its duly authorized officer as of the day and year first
above written.
XXXXXXXX CONSUMERS COMPANY
By: /s/ Xxxxxxx X. XxXxxxxx
-----------------------------------
Title:
XXXX XXXX, INC.
By: /s/ Xxxxxxx X. XxXxxxxx
-----------------------------------
Title:
SHORE STOP CORPORATION
By: /s/ Xxxxxxx X. XxXxxxxx
----------------------------------
Title:
3
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Amount of Balance of
Amount Principal Paid Principal Notation
Date of Loan or Prepaid Unpaid Made by:
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PARTICIPATION AGREEMENT
This PARTICIPATION AGREEMENT is between BANKBOSTON, N.A. AND XXXXX BANK
N.A. (the "Lenders") and CHARTWELL INVESTMENTS, INC., (the "Participant")
dated as of December __, 1997.
Each of the Lenders have entered into a Fourth Amended and Restated
Revolving Credit Agreement and Term Loan Agreement dated as of July 8, 1996,
(as amended or supplemented from time to time, the "Credit Agreement") by and
among (a) Xxxxxxxx Consumers Company, Xxxx Xxxx, Inc., and Shore Stop
Corporation, each a Delaware corporation, (collectively, the "Borrowers"),
(b) BankBoston, N.A., The Travelers Insurance Company, The Travelers
Indemnity Company, Senior Debt Portfolio, Xxxxx Bank N.A., CypressTree
Investment Management Company, Inc., CypressTree Investment Partners I, Ltd.,
and Deeprock & Company (collectively, the "Banks"), and (c) BankBoston, N.A.
as agent for the Bank (the "Agent"). Capitalized terms used in this Agreement
without definition shall have the meanings assigned to them in the Credit
Agreement.
Pursuant to the terms of the Credit Agreement, the Lenders have made and
may in the future make Revolving Credit Loans to the Borrower. The aggregate
Indebtedness of the Borrower to the Lenders in respect of the Revolving
Credit Loans is hereinafter referred to as the "Borrower's Indebtedness".
The Participant hereby agrees to purchase from the Lenders and the
Lenders agree to sell to the participant participating interest in the
Revolving Credit Loans heretofore or hereafter made under the Credit
Agreement (the "Loans") subject to the terms hereof. The Participant's
participating interest hereunder shall be in the aggregate amount of
$1,000,000, which shall be comprised of a $653,846 interest to be purchased
from BankBoston, N.A. and a $346,154 interest to be purchased from Xxxxx Bank
N.A. Such participating interests are to be sold by the Lenders and purchased
by the Participant for its account and risk, on the following terms and
conditions:
1. Participation.
1.1. Nature of Participation. The participant shall purchase on the
date hereof from BankBoston, N.A. a participating interest in $653,846 of
the Revolving Credit Loans funded by BankBoston, N.A. The Participant
shall purchase on date hereof
from Xxxxx Bank N.A. a participating interest in $346,154 of the Revolving
Credit Loans funded by Xxxxx Bank N.A. Such participating interests so
purchased shall at all times be in respect of the fully funded portion of the
Revolving Credit Loans and except as specifically set forth herein, the
Participant's interest in the Revolving Credit Loans shall remain fully
funded until such time as all other Revolving Credit Loans and the Term Loans
have been irrevocably repaid in full.
1.2. Exclusions from Participation. The Participant shall have no
interest in any Loans or fees provided for in the Credit Agreement, other
than as specifically set forth herein.
1.3. Voting Rights. The Participant shall have no voting rights as a
result of its participating interest, nor shall it be allowed to direct the
Lenders in their voting.
1.4. Interest. The Participant shall be paid interest on that portion of
the Revolving Credit Loans funded by the Participant at the same rate
applicable to the Revolving Credit Loans and subject to the same payment
terms as set forth in the Credit Agreement for the other Revolving Credit
Loans. The Participant is not entitled to receive any portion of the
commitment fee payable pursuant to Section 2.2 of the Credit Agreement.
1.5. Repayment. Notwithstanding anything to the contrary set forth in the
Credit Agreement, no payments received by the Agent or any Bank in respect of
the Revolving Credit Loans and no proceeds of any Collateral received by the
Agent or any Bank shall be applied to repay the Revolving Credit Loans funded
by the Participant pursuant to this Participation Agreement until such time
as all Term Loans and all other Revolving Credit Loans have been irrevocably
paid in full. In the event that those Revolving Credit Loans funded by the
Participant are the only remaining Revolving Credit Loans outstanding under
the Credit Agreement, any amounts received by any Bank or the Agent which
otherwise, in the absence of the agreement set forth in this Section 1.5,
would be applied to repay the Revolving Credit Loans shall be deemed to be a
repayment of the Term Loans and shall be so applied as provided in the
Credit Agreement. This section is for the benefit of all of the Banks and all
of the Banks are entitled to rely hereon.
1.6. Repurchase of participation Interests. Subject to the conditions set
forth herein, on March 31, 1998, each of the Lenders shall repurchase from
the Participant the participating
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interest sold to the Participant by such Lender hereunder for a price equal
to the then outstanding principal amount of such participating interest in
the Revolving Credit Loans plus accrued and unpaid interest thereon; provided
that no Lender shall have any obligation to make such repurchase unless (a)
the aggregate outstanding principal amount of the Revolving Credit Loans on
such date, after giving effect to such repurchase, does not exceed the lesser
of (i) the Total Commitment as reduced on such date to an amount equal to
$13,000,000 or less and (ii) the Borrowing Base and (b) no Default or Event
of Default under the Credit Agreement is then continuing. If the conditions
to such repurchase are not satisfied on March 31,1998, each Lender shall
repurchase the interest sold to the Participant by such Lender on the fifth
Business Day following the date on which such conditions are satisfied,
provided that such conditions continue to be satisfied on date of such
repurchase. The Lenders' obligations under this Section 1.6 are several and
no Lender shall have any liability or obligation with respect to the failure
by the other Lender to fulfill its obligation hereunder.
1.7 Amendment Fee. Upon the effectiveness of this Participation Agreement
and the funding by the Participant of the Revolving Credit Loans purchased by
it hereunder, BankBoston, N.A. and Xxxxx Bank N.A. shall pay to the
Participant a portion of the amendment fee paid to the Revolving Credit Banks
pursuant to the Fifth Amendment of the Credit Agreement as follows:
BankBoston, N.A. shall pay to the Participant a portion of such fee equal to
$6,538.46 and Xxxxx Bank, N.A. shall pay to the Participant a portion of such
fee equal to $3,461.54.
2. Payments to Lenders by Participant. On the date hereof, the Participant
shall pay to each Lender in immediately available funds the principal amount
of the Revolving Credit Loans purchased from such Lender. The Lenders shall
be entitled to retain all payments of interest accrued on such Revolving
Credit Loans prior to the date hereof.
3. Restrictions on Actions of Lenders. The Lenders may, in their reasonable
discretion and without the consent of the Participant, give or withhold
waivers, consents and approvals, amend the Credit Agreement, and the other
Loan Documents, and exercise or refrain from exercising rights and take or
refrain from taking, action with respect to the Loans and the Loan Documents
and shall have no liability whatsoever to the Participant in connection
therewith or in connection with the consequences thereof. The Lenders agree,
however, that they will not
3
amend any provision of the Credit Agreement to reduce the principal amount of
the Borrowers' obligations thereunder or to reduce the interest on any of the
Revolving Credit Loans without the written consent of the Participant. The
Lenders shall, promptly after the Lenders' receipt thereof, provide the
Participant with copies of any amendments, consents, or waivers with respect
to the Loan Documents.
4. Reimbursement of Lenders. The Participant agrees that it will on demand
reimburse the Lenders, to the extent of its participation, for any and all
actual out-of-pocket costs, expenses and disbursements which may be incurred
or made by the Lenders in connection with the Revolving Credit Loans or Loan
Documents and the transactions contemplated thereby and any action which may
be taken by the Lenders to collect the amounts owing to the Lenders in
connection therewith, only if the Lenders are not reimbursed for such amounts
at such time by or on behalf of the Borrowers. The Participant shall not
be obligated to reimburse the Lenders for any of the so-called "overhead",
incidental and/or routine costs of administering the Loans under the Loan
Documents which are not specifically allocable to the Loans or the Loan
Documents and which do not entail out-of-pocket expenditures or disbursements
by the Lenders.
5. Standard of Care. The Lenders shall endeavor to exercise the same care in
administering the Loans, Loan Documents, and any collateral security for the
same as they exercise with respect to similar matters in which no
participations are allotted by them, and they shall have no further
responsibility to the Participant. The Lenders shall not be liable, in the
absence of bad faith, for any error of judgment or any action taken by them,
and in no event shall the Lenders be liable for consequential damages.
Without limiting the foregoing, the Lenders may rely upon the advice of
counsel concerning legal matters and upon any written document believed to be
genuine and to have been signed and sent by the proper person or persons.
6. Subordination; Lack of Interest in Collateral. The rights of the
Participant to receive any Collateral, property, or the proceeds of any
Collateral or property or to receive any payment during the continuance of
any Default or Event of Default under the Credit Agreement is hereby
subordinated to the Obligations owing to the Lenders and the other Banks
under the Credit Agreement in which the Participant does not participate.
The Participant shall have no interest in any property as such taken by the
Lenders as Collateral for the Borrowers' Indebtedness, the other Obligations
of the Borrower or for any other loans or extensions of credit made to or for
the Borrowers or any guarantor, or in any property in any
4
Bank's or the Agent's possession or control, or in any deposit held or other
indebtedness owing by the Banks, which may be or become collateral for or
otherwise available for payment of the Borrowers' Indebtedness or the other
Obligations by reason of the general description of secured obligations
contained in any security agreement or other agreement or instrument held by
any Bank or the Agent or by reason of the right of set-off, counterclaim or
otherwise. Notwithstanding any other provisions of this Agreement, if any
such property, deposit or indebtedness or the proceeds thereof shall be
applied in reduction of the Obligations, then, after the irrevocable payment
in full of all other Obligations owing to the Lenders and the other Banks under
the Credit Agreement and the other Loan Documents, whether for principal,
interest, fees or otherwise owing in respect of the Revolving Credit Loans
and the Term Loans, the Participant shall be entitled to apply such property
or proceeds to repay Participant shall be entitled to apply such property or
proceeds to repay its actual share of the Borrowers' Indebtedness.
6.1 Amounts Received by Participant. If the Participant shall at
any time receive any amount from or for the account of the Borrowers with
respect to the participation (whether by direct payment, setoff, application
of proceeds of collateral or otherwise) other than payments of interest
contemplated hereby, the Participant shall immediately deliver such amount to
the Agent to be applied in accordance with the Credit Agreement and this
Participation Agreement and until such amount is so delivered the
Participant shall hold such amount in trust for the Agent and the Lenders.
6.2 No Impairment. Nothing contained in this Agreement shall impair or
otherwise affect the obligations of the Borrowers to the Lenders arising
under the Credit Agreement, the validity of any guaranty or collateral
security in favor of the Lenders or the perfection and priority of any
mortgage or security interest in favor of the Lenders.
7. Representations.
7.1 Representations of Participant. The Participant represents to the
Lenders that: it is entering into this Participation Agreement and
purchasing its participating interest for investment purposes for its own
account; that it has no present intention to and agrees that it will not
sell, assign, transfer of otherwise divide its interest in the Participation
Agreement or its participating interest; its entering into the Participation
Agreement and its making purchases of its participating interests are in
accordance
5
with all laws, regulations and statutes affecting or otherwise applicable to
it; the Participant is an "accredited investor" as defined in Rule 501(a)
promulgated under the Securities Act of 1933, as amended (the "Securities
Act"), and has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of the
transactions contemplated under this Participation Agreement; and the
Participant's financial condition is such that it is able to bear all
economic risks of investment in its participating interest purchased
hereunder, including a compete loss of its investments therein. The Lenders
have provided the Participant with adequate access to financial and other
information concerning the Revolving Credit Loans as requested and the
Participant has had the opportunity to ask questions of and receive answers
from the Lenders concerning the transactions contemplated by this Agreement
and to obtain therefrom any additional information necessary to make an
informed decision regarding an investment in the participating interests in
the Revolving Credit Loans.
7.2 Representations of Lenders. The Lenders represent to the Participant
that: the Lenders are the legal and beneficial owners of the participating
interest being issued to the Participant hereunder; that there exists no
encumbrance on such participating interest; and that the Lenders have full
power and authority to make the Loans and to issue to the Participant its
participating interest in the Loans.
7.3 Acknowledgment of Independent Analysis. The Participant acknowledges
that it has been furnished with a copy of the Credit Agreement and the other
documents executed and/or delivered by the Borrowers to the Lenders, the
Banks and the Agent in connection therewith. The Lenders make no
representation or warranty, and assumes no responsibility, with respect to
the due execution, sufficiency, legality, validity, enforceability or
collectibility of any Loans, Loan Documents, or any other documents relating
thereto, including without limitation any and all collateral Security
Documents, or the truth or correctness of any representations, statements,
or certificates made by the Borrowers in connection with any of the
foregoing. The Participant's decision to purchase its participating interests
hereunder is based upon its own independent analysis and evaluation of the
Borrowers and its financial position, and the Participant has not relied on
any investigation or analysis conducted by Lenders or on any advice or
communication by the Lenders. The Lenders assume no
6
responsibility for the financial condition of the Borrowers or the
performance of the Borrowers' obligations. The Lenders agree to furnish
to the Participant copies of such documents as the Lenders shall receive
in connection with the Loans as the Participant may request. The Lenders
assume no responsibility with respect to the truth, correctness,
authenticity, legality, validity or enforceability thereof.
8. Governing Law. This Agreement shall be governed by and construed and
interpreted in accordance with the laws of the Commonwealth of Massachusetts.
7
IN WITNESS WHEREOF, the Lenders and the Participant have executed this
Agreement on the date set forth above.
PARTICIPANT: CHARTWELL INVESTMENTS,
INC.
By: /s/ Xxxx Xxxxx
----------------------------------
Name:
Title:
LENDERS:
BANKBOSTON, N.A.
By: /s/ illegible
----------------------------------
Name:
Title:
XXXXX BANK N.A.
By: /s/ illegible
----------------------------------
Name:
Title:
8
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Adviser
By: /s/ illegible
-------------------------------
Title:
XXXXX BANK N.A.
By: /s/ illegible
-------------------------------
Title:
CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC.
As: Attorney-in-Fact and on behalf of
First Allmerica Life Insurance Company
By: /s/ illegible
-------------------------------
Title:
CYPRESSTREE INVESTMENT
PARTNERS I, LTD.
By: CypressTree Investment
Management Company, Inc.,
as Portfolio Manager
By: /s/ illegible
-------------------------------
Title:
DEEPROCK & COMPANY
By: Xxxxx Xxxxx Management, as
Investment Advisor
By: /s/ illegible
-------------------------------
Title:
8
Each of the undersigned hereby (i) acknowledges the provisions of the
foregoing Amendment and (ii) ratifies and confirms all of its obligations
under each of the Loan Documents to which it is a party.
XXXXXXXX HOLDINGS, INC.
By: /s/ Xxxx Xxxxx
------------------------------------
Title:
XXXXXXXXX TERMINALS, INC.
By: /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Secretary, Treasurer & Director
REGENT TRANSPORT, INC.
By: /s/ Xxxxxxx X. XxXxxxxx
-------------------------------------
Title: Vice President & Director
9
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
XXXXXXXX CONSUMERS COMPANY
By: /s/ Xxxxxxx X. XxXxxxxx
---------------------------------
Title: Vice President--Finance
Secretary & Treasurer
XXXX XXXX, INC.
By: /s/ Xxxxxxx X. XxXxxxxx
---------------------------------
Title: Vice President
SHORE STOP CORPORATION
By: /s/ Xxxxxxx X. XxXxxxxx
---------------------------------
Title: Vice President
BANKBOSTON, N.A. (formerly known
as The First National Bank Of Boston),
individually and as Agent
By: /s/ illegible
---------------------------------
Title:
THE TRAVELERS INSURANCE
COMPANY
By: /s/ illegible
---------------------------------
Title:
THE TRAVELERS INDEMNITY
COMPANY
By: /s/ illegible
---------------------------------
Title:
7
ADDITIONAL
REVOLVING CREDIT NOTE
$1,961,538 as of December ____, 1997
FOR VALUE RECEIVED, the undersigned XXXXXXXX CONSUMERS COMPANY, a Delaware
corporation ("Xxxxxxxx"), XXXX XXXX, INC., a Delaware corporation ("King")
and SHORE STOP CORPORATION, a Delaware corporation ("SSC" and together with
Xxxxxxxx and Xxxx and their respective successors in title and assigns,
hereinafter called the "Borrowers"), hereby jointly and severally promise to
pay to the order of BankBoston, N.A., (hereinafter together with its
successors in title and assigns, called the "Bank"), at the Agent's Head
Office:
(a) prior to or on the Additional Note Maturity Date (as defined
in the Credit Agreement referred to below), the principal amount of One
Million Nine Hundred Sixty-One Five Hundred Thirty-Eight Dollars
($1,961,538) or, if less, the amount by which the aggregate unpaid
principal amount of Revolving Credit Loans advanced by the Bank to the
Borrowers plus the amount of the Bank's Revolving Credit Commitment
Percentage of the sum of the Maximum Drawing Amount and all Unpaid
Reimbursement Obligations with respect to Letters of Credit issued for
the Borrowers pursuant to the Fourth Amended and Restated Revolving
Credit and Term Loan Agreement dated as of July 8, 1996 (as amended and
in effect from time to time, the "Credit Agreement"), by and among
the Borrowers, the Bank, certain other lending institutions form time
to time listed on Schedule 1 thereto and the Agent, exceeds the Bank's
Revolving Credit Commitment as in effect immediately after the
Additional Note Maturity Date; and
(b) interest on the principal balance hereof from time to time
outstanding from the date hereof through and including the date on
which all principal amounts owing hereunder are paid in full at the
times and at the rate provided in the Credit Agreement.
This Note evidences borrowings under and has been issued by the Borrowers
in accordance with the terms of the Credit Agreement. The Bank and any
holder hereof is entitled to the benefits of the Credit Agreement, the
Security Documents and the other Loan Documents, and may enforce the
agreements of the Borrowers contained therein, and any holder hereof may
exercise the respective remedies provided for thereby or otherwise available
in respect thereof, all in accordance with the
respective terms thereof. All capitalized terms used in this Note and not
otherwise defined herein shall have the same meanings herein as in the Credit
Agreement.
The Borrowers irrevocably authorize the Bank to make or cause to be made,
at or about the time of the Drawdown Date of any Revolving Credit Loan or at
the time of receipt of any payment of principal of this Note, an appropriate
notation on the grid attached to this Note, or the continuation of such grid,
or any other similar record, including computer records, reflecting the
making of such Revolving Credit Loan or (as the case may be) the receipt of
such payment. The outstanding amount of the Revolving Credit Loans set forth
on the grid attached to this Note, or the continuation of such grid, or any
other similar record, including computer records, maintained by the Bank
with respect to any Revolving Credit Loans shall be prima facie evidence of
the principal amount thereof owing and unpaid to the Bank, but the failure to
record, or any error in so recording, any such amount on any such grid,
continuation or other record shall not limit or otherwise affect the
obligation of the Borrowers hereunder or under the Credit Agreement to make
payments of principal of and interest on this Note when due.
The Borrowers have the right in certain circumstances and the obligation
under certain other circumstances to prepay the whole or part of the
principal of this Note on the terms and conditions specified in the Credit
Agreement.
If any one or more of the Events of Default shall occur and be
continuing, the entire unpaid principal amount of this Note and all of the
unpaid interest accrued thereon may become or be declared due and payable in
the manner and with the effect provided in the Credit Agreement.
No delay or omission on the part of the Bank or any holder hereof in
exercising any right hereunder shall operate as a waiver of such right or of
any other rights of the Bank or such holder, nor shall any delay, omission or
waiver on any one occasion be deemed a bar or waiver of the same or any other
right on any further occasion.
The Borrowers and every endorser and guarantor of this Note or the
obligation represented hereby waive presentment, demand, notice, protest and
all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, and asset to any extension
or postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to
2
the addition or release of any other party or person primarily or secondarily
liable.
THIS NOTE AND THE JOINT AND SEVERAL OBLIGATIONS OF THE BORROWERS
HEREUNDER SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS
APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE BORROWERS AGREE THAT ANY SUIT
FOR THE ENFORCEMENT OF THIS NOTE MAY BE BROUGHT IN THE COURTS OF THE
COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT SETTING THEREIN AND THE
CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF
PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWERS BY MAIL AT THE ADDRESS
SPECIFIED IN SECTION 21 OF THE CREDIT AGREEMENT. THE BORROWERS HEREBY WAIVE
ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH
SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.
This Note shall be deemed to take effect as a sealed instrument under the
laws of the Commonwealth of Massachusetts.
3
IN WITNESS WHEREOF, each of the Borrowers have caused this Revolving
Credit Note to be signed in its corporate name and its corporate seal to be
impressed thereon by its duly authorized officer as of the day and year first
above written.
XXXXXXXX CONSUMERS COMPANY
By: /s/ Xxxxxxx X. XxXxxxxx
------------------------------------
Title:
XXXX XXXX, INC.
By: /s/ Xxxxxxx X. XxXxxxxx
------------------------------------
Title:
SHORE STOP CORPORATION
By: /s/ Xxxxxxx X. XxXxxxxx
------------------------------------
Title:
4
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Amount of Balance of
Amount Principal Paid Principal Notation
Date of Loan or Prepaid Unpaid Made by:
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5
ADDITIONAL
REVOLVING CREDIT NOTE
$1,038,462 as of December __, 1997
FOR VALUE RECEIVED, the undersigned XXXXXXXX CONSUMERS COMPANY, a
Delaware corporation ("Xxxxxxxx"), XXXX XXXX, INC., a Delaware corporation
("King") and SHORE STOP CORPORATION, a Delaware corporation ("SSC" and
together with Xxxxxxxx and Xxxx and their respective successors in title and
assigns, hereinafter called the "Borrowers"), hereby jointly and severally
promise to pay to the order of Xxxxx Bank N.A., (hereinafter together with
its successors in title and assigns, called the "Bank"), at the Agent's Head
Office:
(a) prior to or on the Additional Note Maturity Date (as defined in
the Credit Agreement referred to below), the principal amount of One
Million Thirty-Eight Thousand Four Hundred Sixty-Two Dollars ($1,038,462)
or, if less, the amount by which the aggregate unpaid principal amount of
Revolving Credit Loans advanced by the Bank to the Borrowers plus the
amount of the Bank's Revolving Credit Commitment Percentage of the sum
of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations
with respect to Letters of Credit issued for the Borrowers pursuant to
the Fourth Amended and Restated Revolving Credit and Term Loan Agreement
dated as of July 8, 1996 (as amended and in effect from time to time, the
"Credit Agreement"), by and among the Borrowers, the Bank, certain other
lending institutions from time to time listed on Schedule 1 thereto and
the Agent, exceeds the Banks Revolving Credit Commitment as in effect
immediately after the Additional Note Maturity Date; and
(b) interest on the principal balance hereof from time to time
outstanding from the date hereof through and including the date on which
all principal amounts owing hereunder are paid in full at the times and
at the rate provided in the Credit Agreement.
This Note evidences borrowings under and has been issued by the Borrowers
in accordance with the terms of the Credit Agreement. The Bank and any holder
hereof is entitled to the benefits of the Credit Agreement, the Security
Documents and the other Loan Documents, and may enforce the agreements of the
Borrowers contained therein, and any holder hereof may exercise the
respective remedies provided for thereby or otherwise available in respect
thereof, all in accordance with the
respective terms thereof. All capitalized terms used in this Note and not
otherwise defined herein shall have the same meanings herein as in the Credit
Agreement.
The Borrowers irrevocably authorize the Bank to make or cause to be made,
at or about the time of the Drawdown Date of any Revolving Credit Loan or at
the time of receipt of any payment of principal of this Note, an appropriate
notation on the grid attached to this Note, or the continuation of such grid,
or any other similar record, including computer records, reflecting the
making of such Revolving Credit Loan or (as the case may be) the receipt of
such payment. The outstanding amount of the Revolving Credit Loans set forth
on the grid attached to this Note, or the continuation of such grid, or any
other similar record, including computer records, maintained by the Bank with
respect to any Revolving Credit Loans shall be prima facie evidence of the
principal amount thereof owing and unpaid to the Bank, but the failure to
record, or any error in so recording, any such amount on any such grid,
continuation or other record shall not limit or otherwise affect the
obligation of the Borrowers hereunder or under the Credit Agreement to make
payments of principal of an interest on this Note when due.
The Borrowers have the right in certain circumstances and the obligation
under certain other circumstances to prepay the whole or part of the
principal of this Note on the terms and conditions specified in the Credit
Agreement.
If any one or more of the Events of Default shall occur and be continuing,
the entire unpaid principal amount of this Note and all of the unpaid
interest accrued thereon may become or be declared due and payable in the
manner and with the effect provided in the Credit Agreement.
No delay or omission on the part of the Bank or any holder hereof in
exercising any right hereunder shall operate as a waiver of such right or of
any other rights of the Bank or such holder, nor shall any delay, omission or
waiver on any one occasion be deemed a bar or waiver of the same or any other
right on any further occasion.
The Borrowers and every endorser and guarantor of this Note or the
obligation represented hereby waive presentment, demand, notice, protest and
all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, and assent to any extension
or postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to
2
the addition or release of any other party or person primarily or secondarily
liable.
THIS NOTE AND THE JOINT AND SEVERAL OBLIGATIONS OF THE BORROWERS
HEREUNDER SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS
APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE BORROWERS AGREE THAT ANY SUIT
FOR THE ENFORCEMENT OF THIS NOTE MAY BE BROUGHT IN THE COURTS OF THE
COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN AND THE
CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE IF
PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWERS BY MAIL AT THE ADDRESS
SPECIFIED IN SECTION 21 OF THE CREDIT AGREEMENT. THE BORROWERS HEREBY WAIVE
ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH
SUIT COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.
This Note shall be deemed to take effect as a sealed instrument under the
laws of the Commonwealth of Massachusetts.
3
IN WITNESS WHEREOF, each of the Borrowers have caused this Revolving
Credit Note to be signed in its corporate name and its corporate seal to be
impressed thereon by its duly authorized officer as of the day and year
first above written.
XXXXXXXX CONSUMERS COMPANY
By: /s/ Xxxxxxx X. XxXxxxxx
-----------------------------------
Title:
XXXX XXXX, INC.
By: /s/ Xxxxxxx X. XxXxxxxx
-----------------------------------
Title:
SHORE STOP CORPORATION
By: /s/ Xxxxxxx X. XxXxxxxx
-----------------------------------
Title:
4
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Amount of Balance of
Amount Principal Paid Principal Notation
Date of Loan or Prepaid Unpaid Made by:
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5
