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EXHIBIT 2
REVOLVING CREDIT NOTE
$10,000,000.00 May 1, 1992
FOR VALUE RECEIVED, the undersigned, XXXXXXXX CORP., a Nevada
corporation, having its principal place of business at 00000 Xxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxx, Xxxxx 00000 (the "Company"), hereby unconditionally promises
to pay on May 1, 1997 to the order of NATIONAL REALTY ADVISORS, INC., a Nevada
corporation (the "Lender"), at its office located at 00000 Xxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxx, Xxxxx 00000 (or at such other place as the holder of this
Note may designate by written notice to the Company), in lawful money of the
United States of America and in immediately available funds, the principal
amount of the lesser of (a) TEN MILLION DOLLARS ($10,000,000.00), and (b) the
aggregate unpaid principal amount of all advances of the Loan made by the Lender
to the Company pursuant to this Note. This Note evidences further advances to
the Company by Xxxxxx and represents the consolidation of the Company's
indebtedness under such further advances with certain original indebtedness of
the Company to Lender as evidenced by a certain Revolving Credit Note dated June
27, 1991 in the original principal amount of $5,000,000.00.
The Company further agrees to pay interest in like money at such
office (or such other location) on the unpaid principal amount hereof from time
to time outstanding from the date hereof until such amount shall become due and
payable (whether at the stated maturity, by acceleration or otherwise) at a
fluctuating rate per annum equal to 2% above the Prime Rate (as hereinafter
defined), and thereafter equal to 4% above the Prime Rate until paid in full
(both before and after judgment). Interest shall be payable monthly in cash or
accrual on the last business day of each calendar month commencing on the first
such date to occur after the date hereof, and upon the due date and payment
(including prepayment) in full of the unpaid principal amount hereof. The holder
of this Note is authorized to endorse the date and amount of each advance and
each payment of principal with respect hereto on the schedule annexed hereto and
made a part hereof, which endorsement shall constitute prima facie evidence of
the accuracy of the information endorsed.
As used herein, the "Prime Rate" shall mean the rate of interest
announced from time to time by First City-Dallas as its "prime rate" or "prime
lending rate". Any change in the interest rate resulting from a change in the
Prime Rate shall become effective (without notice to the Company) as of the
opening of business on the day on which such change in the Prime Rate occurs.
One hundred percent (100%) of the Company's Common Stock is pledged
as collateral for the Note.
Anything to the contrary notwithstanding, the Lender shall not
charge, take or receive, and the Company shall not be obligated to pay to the
Lender, any amounts constituting interest on the principal amount hereof from
time to time outstanding in excess of the maximum rate permitted by applicable
law.
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If any payment on this Note becomes due and payable on a Saturday,
Sunday or other day on which commercial banks in the State of Texas are
authorized or required by law to close, the maturity thereof shall be extended
to the next succeeding business day and, with respect to payments of principal,
interest thereon shall be payable at the then applicable rate during such
extension.
All parties now and hereafter liable with respect to this Note,
whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentation for payment, demand, notice of nonpayment or dishonor protest and
notice of protest.
Upon the occurrence of any events of default on this Note or other
borrowings by the Company, all amounts then remaining unpaid on this Note shall
become, or may be declared to be, immediately due and payable all as provided
herein.
This Note shall be governed by and construed in accordance with the
laws of the State of Texas, without giving effect to the choice of law
principles thereof.
IN WITNESS WHEREOF, the undersigned has caused this Note to be
executed and delivered by its duly authorized officers as of the day and year
first above written.
XXXXXXXX CORPORATION
By: /s/ X. Xxxxx Xxxxxxx
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X. Xxxxx Xxxxxxx
Treasurer
Attest:
/s/ Xxxxxxxx X. Xxxxxxx
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