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EXHIBIT 10.5
REVOLVING CREDIT NOTE
$2,000,000 Boston, Massachusetts
November 18, 1994
FOR VALUE RECEIVED, the undersigned (the "Borrower") absolutely and
unconditionally promises to pay to THE FIRST NATIONAL BANK OF BOSTON (the
"Lender"), or order, on June 30, 1996, or on such later date as becomes the
Maturity Date (as defined in the Agreement referred to below) pursuant to the
terms of such Agreement, the principal amount of Two Million Dollars
($2,000,000) or, if less, the aggregate unpaid principal amount of all Revolving
Loans (as defined in the Agreement referred to below) made by the Lender to the
Borrower pursuant to the Agreement and noted on the records of the Lender, such
payment to be made as hereinafter provided, together with interest (computed on
the basis of the actual number of days elapsed over a 360-day year) on the
unpaid principal amount hereof until paid in full.
The entire unpaid principal (not at the time overdue) of this Note shall
bear interest at the rate or rates from time to time in effect under the
Agreement, as defined below. Accrued interest on the unpaid principal under this
Note shall be payable on the dates specified in the Agreement.
All payments under this Note shall be made at the head office of the Lender
at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (or at such other place as
the Lender may designate from time to time in writing) in lawful money of the
United States of America in federal or other immediately available funds. The
Borrower may prepay this Note in whole or in part at any time without premium or
penalty. Amounts so paid and other amounts may be borrowed and reborrowed by the
Borrower hereunder from time to time as provided in the Agreement referred to
below.
This Note is issued pursuant to, is entitled to the benefits of, and is
subject to the provisions of a certain Amended and Restated Loan Agreement of
even date herewith by and between the undersigned and the Lender (herein, as the
same may from time to time be amended or extended, referred to as the
"Agreement"), but neither this reference to the Agreement nor any provision
thereof shall affect or impair the absolute and unconditional obligation of the
undersigned maker of this Note to pay the principal of and interest on this Note
as herein provided.
Upon the occurrence of an Event of Default, as defined in the Agreement,
the aggregate unpaid balance of principal plus accrued interest may become or
may be declared to be due and payable in the manner and with the effect provided
in the Agreement.
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The maker of this Note hereby waives presentment, demand, notice of
dishonor, protest and all other demands and notices in connection with the
delivery, acceptance, performance and enforcement of this Note.
WITNESS the execution of this Note under seal on the date written above.
WITNESS:
XXXXXXX RIVER ASSOCIATES
INCORPORATED
/s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
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