REVOLVING CREDIT NOTE
Chicago, Illinois
$18,000,000 January 6, 1999
This Revolving Credit Note is executed and delivered under and
pursuant to the terms of that certain Credit Agreement dated as of
January 6, 1999 entered into by and among Circuit Systems, Inc., an
Illinois corporation, Circuit Systems of Tennessee, L.P., a Tennessee
limited partnership, SVPC Circuit Systems, Inc., a California
corporation, their successors and assigns (each a "Borrower" and
collectively, the "Borrowers"), the lenders which are parties thereto
and LaSalle National Bank, a national banking association, as the
Agent (in such capacity, the "Agent") together with all extensions,
renewals, amendments, restatements, substitutions and replacements
thereto and thereof (the "Credit Agreement").
FOR VALUE RECEIVED, on or before the Revolving Credit Termination
Date, each of the Borrowers promises to pay to the order of LaSalle
National Bank, its successors and assigns (the "Lender") at the office
of the Agent at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 the
principal sum of EIGHTEEN MILLION DOLLARS ($18,000,000) or so much of
the aggregate unpaid principal amount of the Revolving Credit Loans
made by the Lender to the Borrowers which are outstanding pursuant to
the Credit Agreement, together with per annum interest on the
outstanding principal balance existing from time to time in accordance
with the terms of the Credit Agreement.
This Revolving Credit Note is one of the Revolving Credit Notes
referred to in the Credit Agreement and evidences Revolving Credit
Loans which may be advanced and repaid and readvanced from time to
time as Revolving Credit Loans as provided in the Credit Agreement.
This Revolving Credit Note is secured by the Liens granted pursuant to
the Credit Agreement and the other Loan Documents. All capitalized
terms used in this Revolving Credit Note as defined terms which are
not defined herein but which are defined in the Credit Agreement shall
have the meanings given them in the Credit Agreement. Reference is
made to the Credit Agreement for provisions requiring prepayment of
principal and for the acceleration of the maturity of this Revolving
Credit Note. All of the terms, conditions, covenants, representations
and warranties of the Credit Agreement are incorporated herein by
reference as if such terms, conditions, covenants, representations and
warranties were fully set forth herein. This Revolving Credit Note is
secured by the Liens granted pursuant to the Credit Agreement and the
other Loan Documents.
The sums advanced under this Revolving Credit Note shall bear
interest commencing on the date hereof until maturity at the
applicable Interest Rate Option as provided in the Credit Agreement.
Interest on the unpaid principal balance hereof shall be due and
payable and shall be calculated in accordance with the terms of the
Credit Agreement, including, without limitation, at the Default Rate,
whether or not judgment has been entered on this Revolving Credit
Note.
The interest rate accruing hereunder will be adjusted, when
necessary and if appropriate, in accordance with the terms of the
Credit Agreement.
All outstanding principal hereunder, together with all accrued
and unpaid interest hereon and all outstanding Obligations relating to
the Revolving Credit Loans, shall be due and payable on the Revolving
Credit Termination Date. All payments of principal and interest shall
be made at the office of the Agent set forth above.
Upon the occurrence of any Event of Default specified in the
Credit Agreement, the principal hereof and accrued interest hereon may
become forthwith due and payable and the Lender may exercise any other
rights and remedies, including, without limitation, its rights and
remedies against the Collateral given to secure the repayment of this
Revolving Credit Note, all as provided in the Credit Agreement.
All amounts payable under the terms of this Revolving Credit Note
shall be payable with expenses of and costs of collection, including
reasonable attorneys' fees, and without relief from valuation and
appraisement laws. All payments on account of this Revolving Credit
Note shall be applied first to expenses and costs of collection, next
to all accrued and unpaid interest, to any unpaid Fees under the
Credit Agreement, and to any other outstanding Obligations relating to
the Revolving Credit Commitment, and only after the satisfaction of
all of such expenses, fees, interest and costs, to principal.
Demand, presentation, protest, notice of dishonor and notice of
default are hereby waived.
Time is of the essence of this Revolving Credit Note and each and
every provision hereof.
EACH BORROWER HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY
COURT AND IN ANY ACTION OR PROCEEDING OF ANY TYPE IN WHICH ANY
BORROWER IS A PARTY AS TO ALL MATTERS AND THINGS ARISING OUT OF THIS
REVOLVING CREDIT NOTE WHETHER SOUNDING IN CONTRACT OR TORT OR
OTHERWISE.
IN WITNESS WHEREOF, this Revolving Credit Note has been duly
executed and delivered as of this _______ day of January, 1999.
Circuit Systems, Inc.
By: /s/______________________
Name: Xxxxx X. Xxxxx
Title: VP Finance
Circuit Systems of Tennessee, L.P.
By Circuit Systems of Tennessee, Inc.,
its general partner
By: /s/______________________
Name: Xxxxx X. Xxxxx
Title: VP Finance
SVPC Circuit Systems, Inc.
By: /s/______________________
Name: Xxxxx X. Xxxxx
Title: VP Finance
