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EXHIBIT 10.22
REVOLVING NOTE
$75,000,000 March 14, 1997
FOR VALUE RECEIVED, the undersigned, PROSOURCE SERVICES CORPORATION, a
Delaware corporation (the "Borrower"), promises to pay to THE BANK OF NOVA
SCOTIA (the "Lender") or its registered assigns on the Stated Maturity Date for
all Loans the principal sum of SEVENTY-FIVE MILLION DOLLARS ($75,000,000) or, if
less, the aggregate unpaid principal amount of all Loans made by the Lender
pursuant to that certain Credit Agreement, dated as of March 14, 1997 (as
amended, supplemented, amended and restated or otherwise modified from time to
time, the "Credit Agreement"), among the Borrower, the various financial
institutions (including the Lender) as are or may become parties thereto
(collectively, the "Lenders"), and The Bank of Nova Scotia ("Scotiabank"), as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent"). Unless otherwise defined, terms used herein have the meanings provided
in the Credit Agreement.
The Borrower also promises to pay interest on the unpaid principal amount
hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until paid, at the
rates per annum and on the dates specified in the Credit Agreement.
Payments of both principal and interest are to be made in lawful money of
the United States of America in same day or immediately available funds to the
account designated by the Administrative Agent pursuant to the Credit Agreement.
This Note is one of the Notes referred to in, and evidences Indebtedness
incurred under, the Credit Agreement, to which reference is made for a
description of the security for this Note and for a statement of the terms and
conditions on which the Borrower is permitted and required to make prepayments
and repayments of principal of the Indebtedness evidenced by this Note and on
which such Indebtedness may be declared to be immediately due and payable.
All parties hereto, whether as makers, endorsers, or otherwise, severally
waive presentment for payment, demand, protest and notice of dishonor.
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THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO
BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW
YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK).
PROSOURCE SERVICES CORPORATION
By /s/ Xxxx X. Xxxxxx xx Xxxxxxx
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Name: Xxxx X. Xxxxxx xx Xxxxxxx
Title: Vice President, Secretary
and Treasurer
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LOANS AND PRINCIPAL PAYMENTS
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Amount of Unpaid
Amount of Principal Principal
Loan Made Repaid Balance Nota-
---------- --------- --------- tion
Base LIBO Interest Period Base LIBO Base LIBO Made
Date Rate Rate (if applicable) Rate Rate Rate Rate Total By
---- ---- ---- -------------- ---- ---- ---- ---- ----- -----
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