EXHIBIT A
NOTE
$200,000,000 New York, New York
February 20, 1996
FOR VALUE RECEIVED, each of HECHINGER STORES
COMPANY, a Delaware corporation and HECHINGER STORES EAST
COAST COMPANY, a Delaware corporation (collectively, the
Borrowers ), HEREBY JOINTLY AND SEVERALLY PROMISE TO
PAY, to the order of The CIT Group/Business Credit, Inc.
(the "Lender") on the Termination Date (as defined in the
Credit Agreement referred to below), and at such earlier
dates as may be required by the Credit Agreement, the
lesser of (i) the principal amount of Two Hundred Million
and 00/100 Dollars ($200,000,000) and (ii) the aggregate
unpaid principal amount of all Loans made by the Lender
to the Borrowers pursuant to the Credit Agreement. The
Borrowers further jointly and severally promise to pay to
the order of the Lender interest on the unpaid principal
amount hereof from time to time outstanding at the rate
or rates per annum determined pursuant to the Credit
Agreement, payable on the dates set forth in the Credit
Agreement. Payments of principal and interest on this
Note shall be made in lawful money of the United States
of America and in the manner set forth in the Credit
Agreement.
This Note is one of the "Notes" referred to in,
and is entitled to the benefits of, the Revolving Credit
Agreement, dated as of February 20, 1996 (as the same may
be amended, restated, modified or supplemented from time
to time, the "Credit Agreement"), among the Borrowers,
the Lenders party thereto and The CIT Group/Business
Credit, Inc., as agent for the Lenders (the "Agent"),
which among other things, provides for the acceleration
of the maturity hereof upon the occurrence of certain
events and for prepayments in certain circumstances, all
upon certain terms and conditions specified therein.
Notwithstanding any other provision of this Note,
interest paid or becoming due hereunder shall in no event
exceed the maximum rate permitted by applicable law.
Terms defined in the Credit Agreement have the same
meanings herein.
This Note is entitled to the benefits of the
Credit Agreement and the other Related Documents referred
to in the Credit Agreement. Except as otherwise set
forth in the Credit Agreement, the Borrowers hereby
expressly waive presentment, demand, notice, protest and
all other demands and notices in connection with the
delivery, acceptance, performance, default or enforcement
of this Note, and an action for amounts due hereunder
shall immediately accrue.
This Note and interests herein may only be
transferred to the extent and in the manner set forth in
the Credit Agreement.
This Note shall be governed by, construed and
enforced in accordance with, the internal laws of the
State of New York applicable to contracts made and to be
performed therein without consideration as to choice of
law.
HECHINGER STORES COMPANY
By: ____________________________
Name:
Title:
HECHINGER STORES EAST COST COMPANY
By: ____________________________
Name:
Title:
