FORM OF
REVOLVING CREDIT NOTE
$__________ St. Louis, Missouri
December 17, 1996
FOR VALUE RECEIVED, on the last day of the Revolving Credit Period, the
undersigned, HUNTCO INC., a Missouri corporation ("Borrower"), hereby promises
to pay to the order of [NAME OF BANK] ("Bank"), the principal sum of _________
Million Dollars ($_______), or such lesser sum as may then constitute the
aggregate unpaid principal amount of all Revolving Credit Loans made by Bank
to Borrower pursuant to the Revolving Credit Agreement referred to below. The
aggregate principal amount of Revolving Credit Loans which Bank shall be
committed to have outstanding hereunder at any time shall not exceed _________
Million Dollars ($_______), which amount may be borrowed, paid, reborrowed and
repaid, in whole or in part, subject to the terms and conditions hereof and of
the Revolving Credit Agreement referred to below. Borrower further promises
to pay to the order of Bank interest on the aggregate unpaid principal amount
of such Revolving Credit Loans on the dates and at the rate or rates provided
for in the Revolving Credit Agreement. All such payments of principal and
interest shall be made in lawful currency of the United States in Federal or
other immediately available funds at the office of Mercantile Bank National
Association, 000 Xxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000.
Bank shall record the date, amount, type and maturity of each Revolving Credit
Loan made by it to Borrower and the date and amount of each payment of
principal made by Borrower with respect thereto, and may, if Bank so elects in
connection with any transfer or enforcement of this Note, endorse on the
schedules forming a part of this Note appropriate notations to evidence the
foregoing information with respect to each such Revolving Credit Loan then
outstanding; provided, however, that the obligation of Borrower to repay each
Revolving Credit Loan made to Borrower hereunder shall be absolute and
unconditional, notwithstanding any failure of Bank to make any such
recordation or endorsement or any mistake by Bank in connection with any such
recordation or endorsement. Bank is hereby irrevocably authorized by Borrower
to so endorse this Note and to attach to and make a part of this Note a
continuation of any such schedule as and when required. The books and records
of Bank (including, without limitation, the schedules attached to this Note)
showing the account between Bank and Borrower shall be admissible in evidence
in any action or proceeding and shall constitute prima facie proof of the
items therein set forth in the absence of manifest error.
This Note is one of the Revolving Credit Notes referred to in the Revolving
Credit Agreement dated the date hereof by and among Borrower, Huntco Nevada,
Inc., Huntco Steel, Inc., Midwest Products, Inc., HSI Aviation, Inc., the
Banks party thereto and Mercantile Bank National Association, as agent for the
Banks (as the same may from time to time be amended, modified, extended or
renewed, the "Revolving Credit Agreement"). The Revolving Credit Agreement,
among other things, contains provisions for acceleration of the maturity
hereof upon the occurrence of certain stated events and also for prepayments
on account of principal hereof and interest hereon prior to the maturity
hereof upon the terms and conditions specified therein. All capitalized terms
used and not otherwise defined in this Note shall have the respective meanings
ascribed to them in the Revolving Credit Agreement.
Upon the occurrence of any Event of Default under the Revolving Credit
Agreement, Bank's obligation to make additional Revolving Credit Loans under
this Note may be terminated in the manner and with the effect as provided in
the Revolving Credit Agreement and the entire outstanding principal balance of
this Note and all accrued and unpaid interest thereon may be declared to be
immediately due and payable in the manner and with the effect as provided in
the Revolving Credit Agreement.
In the event that any payment due under this Note shall not be paid when due,
whether by reason of maturity, acceleration or otherwise, and this Note is
placed in the hands of an attorney or attorneys for collection, or if this
Note is placed in the hands of an attorney or attorneys for representation of
Bank in connection with bankruptcy or insolvency proceedings relating hereto,
Borrower hereby promises to pay to the order of Bank, in addition to all other
amounts otherwise due hereon, the costs and expenses of such collection and
representation, including, without limitation, reasonable attorneys' fees and
expenses (whether or not litigation shall be commenced in aid thereof).
Borrower hereby waives presentment for payment, demand, protest, notice of
protest and notice of dishonor.
This Note shall be governed by and construed in accordance with the
substantive laws of the State of Missouri (without reference to conflict of
law principles).
HUNTCO INC.
By:________________________
Title:_____________________
SCHEDULE OF REVOLVING CREDIT NOTES
ISSUED UNDER DECEMBER 17, 1996
REVOLVING CREDIT AGREEMENT
Mercantile Bank National Association..............$20,000,000
Xxxxxx Trust and Savings Bank.....................$20,000,000
NBD Bank..........................................$20,000,000
Bank of America Illinois..........................$10,000,000
SunTrust Bank, Atlanta............................$10,000,000
