EXHIBIT 10.2
U.S. REVOLVING NOTE
Lender: Royal Bank of Canada July 30, 2004
Principal Sum: $20,957,358
For value received, The Xxxx Xxxxx Group (PJC) USA Inc., a Delaware
corporation (the "U.S BORROWER"), hereby promises to pay to the order of the
Lender set forth above (the "LENDER") for the account of its Applicable Lending
Office, at the office of National Bank of Canada, (the "CANADIAN ADMINISTRATIVE
AGENT") as set forth in the Credit Agreement dated as of July 30, 2004 (as
amended, modified or supplemented from time to time, the "CREDIT AGREEMENT")
among The Xxxx Xxxxx Group (PJC) Inc., the U.S. Borrower, the banks and other
financial institutions from time to time party thereto, Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, as Global Transaction Coordinator, National Bank of
Canada, as the Canadian Administrative Agent and Deutsche Bank Trust Company
Americas as the Term B Administrative Agent, the Principal Sum set forth above
(or such lesser amount as shall equal the aggregate unpaid principal amount of
all U.S. Revolving Loans made by the Lender to the U.S. Borrower under the
Credit Agreement), in lawful money of the United States of America and in
immediately available funds, on the dates and in the principal amounts provided
in the Credit Agreement, and to pay interest on the unpaid principal amount of
each such U.S. Revolving Loan, at such office, in like money and funds, for the
period commencing on the date of such U.S. Revolving Loan until such U.S.
Revolving Loan shall be paid in full, at the rates per annum and on the dates
provided in the Credit Agreement. If any amount is not paid in full when due
hereunder, such unpaid amount shall bear interest, payable on demand, from the
due date thereof until the date of actual payment (and before as well as after
judgment) computed at the rates per annum set forth in the Credit Agreement.
This note is one of the U.S. Revolving Notes referred to in the Credit
Agreement and evidences U.S. Revolving Loans made by the Lender thereunder.
Capitalized terms used in this U.S. Revolving Note and not otherwise defined
shall have the respective meanings assigned to them in the Credit Agreement and
the terms and conditions of the Credit Agreement are expressly incorporated
herein and made a part hereof.
The Credit Agreement provides for the acceleration of the maturity of
the U.S. Revolving Loans evidenced by this U.S. Revolving Note upon the
occurrence of certain events (and for payment of collection costs in connection
therewith) and for prepayments of U.S. Revolving Loans upon the terms and
conditions specified therein. In the event this U.S. Revolving Note is not paid
when due at any stated or accelerated maturity, the U.S. Borrower agrees to pay,
in addition to the principal and interest, all costs of collection, including
reasonable attorney fees.
The date, amount, Type and duration of Interest Period (if applicable)
of each U.S. Revolving Loan made by the Lender to the U.S. Borrower, and each
payment made on account of the principal thereof, shall be recorded by the
Lender on its books and, if the Lender so elects in connection with any transfer
or enforcement hereof, appropriate notations to evidence the foregoing
information with respect to each U.S. Revolving Loan then outstanding shall be
endorsed by the Lender on the schedule attached to and made a part hereof;
PROVIDED that the failure of the Lender to make any such recordation or
endorsement shall not affect the obligations of the U.S. Borrower to make a
payment when due of any amount owing under the Credit Agreement or under this
U.S. Revolving Note in respect of the U.S. Revolving Loans to be evidenced by
this U.S. Revolving Note, and each such recordation or endorsement shall be
prima facie evidence of such information.
The U.S. Borrower, for itself, its successors and assigns, hereby
waives diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this U.S. Revolving Note.
This U.S. Revolving Note and the U.S. Revolving Loans evidenced hereby
may be transferred in whole or in part only [by registration of such transfer on
the Register maintained for such purpose by or on behalf of the U.S. Borrower]
as provided in SECTION 10.06 of the Credit Agreement.
THIS U.S. REVOLVING NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the U.S. Borrower has caused this U.S. Revolving
Note to be executed as of the date first above written.
The Xxxx Xxxxx Group (PJC) USA Inc.
By:
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Name:
Title:
LOANS AND PAYMENTS OF PRINCIPAL
AMOUNT OF
AMOUNT OF INTEREST PERIOD PRINCIPAL NOTATION
DATE LOAN TYPE (IF APPLICABLE) REPAID MADE BY
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