EXHIBIT 4.9
SWINGLINE NOTE
$5,000,000 May 28, 1998
FOR VALUE RECEIVED, the undersigned, XXXXXXXXX CORPORATION, a Delaware
corporation (the "Borrower"), promises to pay to the order of CIBC INC.(the
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"Swingline Lender") on the Stated Maturity Date for Revolving Loans the
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principal sum of FIVE MILLION DOLLARS ($5,000,000) or, if less, the aggregate
unpaid principal amount of all Swing Loans made by the Swingling Lender pursuant
to that certain Credit Agreement, dated as of even date herewith (together with
all amendments and other modifications, if any, from time to time thereafter
made thereto, the "Credit Agreement"), among the Borrower, Canadian Imperial
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Bank of Commerce, as Administrative Agent, and the various financial
institutions (including the Swingline Lender) as are, or may from time to time
become, parties thereto.
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 the Swingline Note 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.
Unless otherwise defined, capitalized terms used herein have the meanings
provided in the Credit Agreement.
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 SWINGLINE NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
XXXXXXXXX CORPORATION
By: /s/ Xxxx X. Xxxx
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Title: Chief Financial Officer
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