EXHIBIT 4.3
REVOLVING CREDIT LOAN NOTE
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$3,428,571.43 Chicago, Illinois
October 15, 1999
FOR VALUE RECEIVED, the undersigned, XXXXX & XXXXX COMPANY, a Delaware
corporation (the "Borrower"), hereby unconditionally promises to pay to the
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order of AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO (the "Lender"),
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at the office of Administrative Agent located at 000 Xxxxx Xxxxx Xxxxxx, 0xx
Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000 in lawful money of the United States
of America and in immediately available funds, on the Revolving Credit
Termination Date, the principal amount of THREE MILLION FOUR HUNDRED TWENTY-
EIGHT THOUSAND FIVE HUNDRED SEVENTY-ONE AND 43/100 DOLLARS ($3,428,571.43), or,
if less, the aggregate unpaid principal amount of all Revolving Credit Loans of
the Lender made to the Borrower pursuant to Section 2.1 of the Credit Agreement
(as defined below). The Borrower further agrees to pay interest in like money
at such office on the unpaid principal amount hereof from time to time
outstanding at the rates and on the dates specified in Section 4.7 of the Credit
Agreement. Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meaning given to them in the Credit
Agreement.
The holder of this Note is authorized to endorse on the schedules
annexed hereto and made a part hereof or on a continuation thereof which shall
be attached hereto and made a part hereof the date, the Type and amount of each
Revolving Credit Loan of the Lender and the date and amount of each payment or
prepayment of principal thereof, each continuation thereof as the same Type in
accordance with the Credit Agreement, each conversion of all or a portion
thereof to another Type in accordance with the Credit Agreement and, in the case
of Eurodollar Loans, the length of each Interest Period with respect thereto.
Each such endorsement shall constitute prima facie evidence of the accuracy of
the information endorsed. The failure to make an such endorsement (or any error
therein) shall not affect the obligations of the Borrower in respect of any
Revolving Credit Loan.
This Note (a) is one of the Notes referred to in the Credit Agreement,
dated as of October 15, 1999 (as amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Borrower, the
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Lender, the several other banks and financial institutions or entities from time
to time parties thereto and Bank of America, N.A., as Administrative Agent,
evidencing a Revolving Credit Loan, (b) is subject to, the provisions of the
Credit Agreement and (c) is subject to optional prepayment in whole or in part
as provided in the Credit Agreement. This Note is secured and guaranteed as
provided in the Loan Documents. Reference is hereby made to the Loan Documents
for a description of the properties and assets in which a security interest has
been granted, the nature and extent of the security and the guarantees,
the terms and conditions upon which the security interests and each guarantee
were granted and the rights of the holder of this Note in respect thereof.
Upon the occurrence and during the continuance of any one or more of
the Events of Default, all amounts then remaining unpaid on this Note shall
become, or may be declared to be, immediately due and payable, all 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.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF ILLINOIS.
[signature page follows]
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IN WITNESS WHEREOF, the undersigned has caused this Revolving Note to
be duly executed and delivered as of the date first above written.
XXXXX & XXXXX COMPANY, a Delaware
corporation
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Chief Financial Officer & Executive
Vice President
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