XXXXXX XXXXXX CONSULTING, INC.
Revolving Credit Note
$6,000,000 Boston, Massachusetts
May 26, 1995
XXXXXX XXXXXX CONSULTING, INC. a Delaware Corporation (the "Company"),
for value received, hereby promises to pay to STATE STREET BANK AND TRUST
COMPANY (the "Bank"), or order, on or before the Expiration Date (as defined in
the Credit Agreement referred to below), the principal amount of Six Million
Dollars ($6,000,000) or such lesser amount as may at the maturity hereof,
whether by acceleration or otherwise, be the aggregate unpaid principal amount
of all revolving credit loans made by the Bank to the Company pursuant to the
Credit Agreement, with interest on the unpaid principal amount hereof at the
rate of rates specified in the Credit Agreement, payable on the dates specified
in the Credit Agreement and at maturity (whether by acceleration or otherwise);
provided that, if the Company shall fail to make any payment of principal of or
interest on this Note, when due, whether at maturity or at a date fixed for the
payment of any installment or prepayment thereof or by declaration, acceleration
or otherwise, the Company shall pay to the holder of this Note on demand by such
holder, interest on such unpaid principal and (to the extent permitted by law)
on such unpaid interest from the date due until paid in full at a rate per annum
equal to four percent (4%) above the rate otherwise applicable hereunder,
provided, further that in no event shall the amount contracted for and agreed to
be paid by the Company as interest on this Note exceed the highest lawful rate
permissible under law applicable hereto.
This note evidences a revolving credit loan or loans under, and is
subject to the provisions of, a certain Credit Agreement dated as of May 17,
1995 (as amended from time to time, the "Credit Agreement") by and between the
Company and the Bank. The holder of this Note is entitled to the benefits of the
Credit Agreement and to the benefits of the Security Documents referred to
therein. Neither this reference to such Credit Agreement nor any provision
thereof shall affect or impair the absolute and unconditional obligation of the
Company to pay the principal of and interest on this Note as provided herein.
All payments of principal of and interest on this Note shall be payable in
immediately available Funds at the address of the Bank set forth in the Credit
Agreement. Capitalized terms used herein without definition which are defined in
the Credit Agreement shall have the meanings ascribed to them in the Credit
Agreement.
This note is subject to prepayment in whole or in part, in certain
circumstances with a premium and in other circumstances without a premium, and
to acceleration on default at the times and in the manner specified in the
Credit Agreement. The maker and all endorsers of this Note hereby waive
presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance or enforcement of this
Note.
This note is governed by the laws of the Commonwealth of Massachusetts
and is executed as a sealed instrument as of the date first above written.
XXXXXX XXXXXX CONSULTING, INC.
By /s/ Xxxxxx X. Xxxxx CFO
----------------------------
Xxxxxx X. Xxxxx (Title)
