REVOLVING CREDIT NOTE
Exhibit
10.7
REVOLVING
CREDIT NOTE
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$20,000,000
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New
York, New York
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As
of November 25, 2008
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FOR
VALUE
RECEIVED, the undersigned, KINRO, INC., an Ohio corporation, and XXXXXXX
COMPONENTS, INC., a Delaware corporation (collectively, the "Borrowers"), hereby
jointly and severally, unconditionally promise to pay to the order of Xxxxx
Fargo Bank, N.A. (the "Lender"), at the office of JPMorgan Chase Bank, N.A.
(the
"Administrative Agent") at 00 X. Xxxxxxxx, Xxxxxxx, XX 00000 on the Maturity
Date in lawful money of the United States of America and in immediately
available funds, the principal amount of (a) TWENTY MILLION DOLLARS
($20,000,000), or, if greater, (b) such principal amount as shall have been
made
available by the Lender pursuant to Section 2.06A of the Credit Agreement
referred to below, or, if less, (c) the aggregate unpaid principal amount of
all
Revolving Loans made by the Lender pursuant to the Credit Agreement (referred
to
below). The Borrowers further agree, jointly and severally, to pay interest
on
the unpaid principal amount outstanding hereunder from time to time from the
date hereof in like money at such office at the rates and on the dates specified
in the Credit Agreement.
The
holder of this Note is authorized to record on the schedule annexed hereto
or on
a continuation thereof the date, Type and amount of each Loan made pursuant
to
the Credit Agreement, each continuation thereof, each conversion of all or
a
portion thereof to another Type, the date and amount of each payment or
repayment of principal thereof and, in the case of Eurodollar Loans, the length
of each Interest Period with respect thereto; provided, however, that the
failure to make any such recordation shall not affect the obligations of the
Borrowers in respect of such Loans.
This
Note
is one of the Revolving Credit Notes referred to in the Second Amended and
Restated Credit Agreement dated as of November 25, 2008 (as so restated and
further amended, the "Credit Agreement") among the Borrowers, the Lenders party
thereto and JPMorgan Chase Bank, N.A. as Administrative Agent, is secured as
provided therein and in the Security Documents, is entitled to the benefits
of
the Guarantee Agreements as provided in the Credit Agreement and the Guarantee
Agreements, and is subject to optional and mandatory prepayment as set forth
in
the Credit Agreement.
Upon
the
occurrence of any one or more of the Events of Default specified 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.
All
parties now and hereafter liable with respect to this Note, whether maker,
principal, surety, guarantor, endorser or otherwise, hereby waive presentment,
demand, protest and all other notices of any kind.
Terms
defined in the Credit Agreement are used herein with their defined meanings
unless otherwise defined herein. This Note shall be governed by, and construed
and interpreted in accordance with, the laws of the State of New
York.
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By:
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Name:
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Title:
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XXXXXXX
COMPONENTS, INC.
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By:
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Name:
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Title:
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