EXHIBIT 10.22
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND
PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE
MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE AGENT PURSUANT TO THE TERMS
OF SUCH CREDIT AGREEMENT.
REVOLVING CREDIT NOTE
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$35,000,000 New York, New York
December 10, 1996
FOR VALUE RECEIVED, the undersigned, GENCOR INDUSTRIES, INC., a
Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to
the order of Credit Lyonnais New York Branch (the "Lender") at the office of
Credit Lyonnais New York Branch, located at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, in lawful money of the United States of America and in
immediately available funds, on the Termination Date the principal amount of (a)
thirty five million dollars ($35,000,000) or, if less, (b) the aggregate unpaid
principal amount of all Revolving Credit Loans made by the Lender to the
Borrower pursuant to subsection 3.1 of the Credit Agreement (as hereinafter
defined). This Revolving Credit Note (this "Note") shall exist
contemporaneously with another Revolving Credit Note (the "Atlanta Revolving
Note") payable to the order of Credit Lyonnais Atlanta Agency issued pursuant to
the terms of the Credit Agreement; provided, however, that the aggregate
principal amount under both this Note and the Atlanta Revolving Note shall not
exceed thirty five million dollars ($35,000,000) at any time.
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 subsections 5.2 and 5.4 of the Credit
Agreement.
The holder of this Note is authorized to record 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, Type and amount of each
Revolving Credit Loan made by it pursuant to the Credit Agreement and the date
and amount of each payment or prepayment of principal thereof, each continuation
thereof, each conversion of all or a portion thereof to another Type and, in the
case of Eurodollar Loans, the length of each Interest Period and the Eurodollar
Rate with respect thereto; provided that the failure to make any such
recordation (or any error therein) shall not affect the obligations of the
Borrower to repay the Revolving Credit Loans under the terms of the Credit
Agreement or this Note.
This Note (a) is one of the Revolving Credit Notes referred to in the
Credit Agreement, dated as of December 10, 1996 (as the same may be amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among Gencor Industries, Inc., a Delaware corporation, as Borrower, the Lender,
the other banks and financial institutions from time to time parties thereto,
Credit Lyonnais New York Branch as the Issuing Bank for the Letters of Credit,
and Credit Lyonnais New York Branch, as agent, (b) is subject to the provisions
of the Credit Agreement, and (c) is subject to optional and mandatory 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 of any one or more of the Events of Default (as
defined in the Credit Agreement), all amounts then remaining unpaid on this Note
shall become, or may be declared to be, immediately due and payable, all as
provided in the Credit Agreement.
The Borrower hereby waives presentment, demand, protest and all other
notices of any kind (except as otherwise provided in the Credit Agreement).
Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT
TO THE CONFLICT OF PROVISIONS THEREOF.
GENCOR INDUSTRIES, INC.
By: /s/ X.X. Xxxxxxx
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Name: X.X. Xxxxxxx
Title: President