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EXHIBIT 10.22
EXHIBIT A
FORM OF REVOLVING CREDIT NOTE
$ _______________ DATE: DECEMBER ____, 1998
FOR VALUE RECEIVED, on the Termination Date (as such term is defined
in the Loan Agreement described below), XXXXXXXXX INDUSTRIES, INC., a Delaware
corporation, XXXXXXXXX COMMERCIAL AIRCRAFT, INC., a Delaware corporation, AERO
SUPPORT HOLDINGS, INC., a Delaware corporation, INTEGRATED TECHNOLOGY HOLDINGS
CORP., a Delaware corporation, AEROCAR AVIATION CORP., a Florida corporation,
and AEROCAR PARTS, INC., a Florida corporation (collectively, the "Borrowers"),
promise to pay to the order of ______________________________________________
(hereinafter, together with any holder hereof, called "Holder") at the
Atlanta, Georgia office of the Agent (as hereinafter defined), or at such other
place as the Holder may designate in writing to the undersigned, the principal
amount of ____________________________ ($___________) or so much thereof as has
been advanced hereunder.
The undersigned shall pay interest as provided in that certain Xxxxxxx
and Restated Loan and Security Agreement (as the same may be amended, modified
or supplemented from time to time, the "Loan Agreement"), dated as of December
___, 1998, by and among the Borrowers, the financial institutions party thereto
from time to time (the "Lenders"), NationsBank, N.A., as agent for the Lenders,
and NationsBanc Xxxxxxxxxx Securities LLC, as syndication agent.
It is contemplated that the principal sum evidenced by this Note may
be reduced from time to time and that additional advances may be made from time
to time, as provided in the Loan Agreement.
This Note is subject to the terms and conditions of the Loan
Agreement. This Note is entitled to the benefits of the Security Documents (as
defined in the Loan Agreement). The Loan Agreement contains provisions for the
acceleration of the maturity hereof upon the happening of certain stated
events.
No delay or failure on the part of the Holder in the exercise of any
right or remedy hereunder, under the Loan Agreement or at law or in equity
shall operate as a waiver thereof, and no single or partial exercise by the
Holder of any right or remedy hereunder, under the Loan Agreement or at law or
in equity shall preclude or estop another or further exercise thereof or the
exercise of any other right or remedy.
Principal and interest on this Note shall be payable and paid in
lawful money of the United States of America.
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The undersigned waive presentment, notice of dishonor and protest.
Time is of the essence of this Note and, in case this Note is
collected by law or through an attorney at law, or under advice therefrom, the
undersigned agree to pay all costs of collection, including reasonable
attorneys' fees if collected by or through an attorney.
The provisions of this Note shall be construed and interpreted and all
rights and obligations of the parties hereunder determined in accordance with
the laws of the State of Georgia.
The undersigned are jointly and severally liable for all obligations
under this Note.
IN WITNESS WHEREOF, each of the undersigned has caused this Note to be
executed and sealed in its corporate name, by and through its duly authorized
officers, as of the day and year first above written.
XXXXXXXXX INDUSTRIES, INC
By:
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Name:
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Title:
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Attest:
----------------------------
Name:
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Title:
--------------------------
[CORPORATE SEAL]
XXXXXXXXX COMMERCIAL AIRCRAFT, INC.
By:
--------------------------------
Name:
---------------------------
Title:
--------------------------
Attest:
----------------------------
Name:
---------------------------
Title:
--------------------------
[CORPORATE SEAL]
[Signatures continued on next page]
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[Signatures continued from previous page]
AERO SUPPORT HOLDINGS, INC.
By:
--------------------------------
Name:
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Title:
--------------------------
Attest:
----------------------------
Name:
---------------------------
Title:
--------------------------
[CORPORATE SEAL]
INTEGRATED TECHNOLOGY HOLDINGS CORP.
By:
--------------------------------
Name:
---------------------------
Title:
--------------------------
Attest:
----------------------------
Name:
---------------------------
Title:
--------------------------
[CORPORATE SEAL]
AEROCAR AVIATION CORP.
By:
--------------------------------
Name:
---------------------------
Title:
--------------------------
Attest:
----------------------------
Name:
---------------------------
Title:
--------------------------
[CORPORATE SEAL]
[Signatures continued on next page]
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[Signatures continued from previous page]
AEROCAR PARTS, INC.
By:
--------------------------------
Name:
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Title:
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Attest:
----------------------------
Name:
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Title:
--------------------------
[CORPORATE SEAL]
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NOTARY JURAT FOR EXECUTION OF
WRITTEN OBLIGATIONS TO PAY MONEY
BY FLORIDA BORROWERS
On this the ____ day of December, 1998, before me, the undersigned, a
Notary Public in and for the State of Georgia, County of _______________,
personally appeared, personally known to me or proved to me on the basis of
satisfactory evidence to be the ____________________ of Xxxxxxxxx Industries,
Inc., a Delaware corporation, who executed the foregoing Revolving Credit Note
on behalf of such corporation and acknowledged to me that such corporation
executed the foregoing pursuant to its by-laws or a resolution of its board of
directors, said execution taking place in the State of Georgia, County of
Xxxxxx.
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Notary Signature
My Commission Expires:
---------------------------------
[Affix Notarial Seal]
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NOTARY JURAT FOR EXECUTION OF
WRITTEN OBLIGATIONS TO PAY MONEY
BY FLORIDA BORROWERS
On this the ____ day of December, 1998, before me, the undersigned, a
Notary Public in and for the State of Georgia, County of ________________,
personally appeared, personally known to me or proved to me on the basis of
satisfactory evidence to be the ____________________ of Xxxxxxxxx Commercial
Aircraft, Inc., a Delaware corporation, who executed the foregoing Revolving
Credit Note on behalf of such corporation and acknowledged to me that such
corporation executed the foregoing pursuant to its by-laws or a resolution of
its board of directors, said execution taking place in the State of Georgia,
County of Xxxxxx.
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Notary Signature
My Commission Expires:
---------------------------------
[Affix Notarial Seal]
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NOTARY JURAT FOR EXECUTION OF
WRITTEN OBLIGATIONS TO PAY MONEY
BY FLORIDA BORROWERS
On this the ____ day of December, 1998, before me, the undersigned, a
Notary Public in and for the State of Georgia, County of ______________,
personally appeared, personally known to me or proved to me on the basis of
satisfactory evidence to be the ____________________ of Aero Support Holdings,
Inc., a Delaware corporation, who executed the foregoing Revolving Credit Note
on behalf of such corporation and acknowledged to me that such corporation
executed the foregoing pursuant to its by-laws or a resolution of its board of
directors, said execution taking place in the State of Georgia, County of
Xxxxxx.
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Notary Signature
My Commission Expires:
---------------------------------
[Affix Notarial Seal]
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NOTARY JURAT FOR EXECUTION OF
WRITTEN OBLIGATIONS TO PAY MONEY
BY FLORIDA BORROWERS
On this the ____ day of December, 1998, before me, the undersigned, a
Notary Public in and for the State of Georgia, County of ________________,
personally appeared, personally known to me or proved to me on the basis of
satisfactory evidence to be the ____________________ of Integrated Technology
Holdings Corp., a Delaware corporation, who executed the foregoing Revolving
Credit Note on behalf of such corporation and acknowledged to me that such
corporation executed the foregoing pursuant to its by-laws or a resolution of
its board of directors, said execution taking place in the State of Georgia,
County of Xxxxxx.
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Notary Signature
My Commission Expires:
---------------------------------
[Affix Notarial Seal]
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NOTARY JURAT FOR EXECUTION OF
WRITTEN OBLIGATIONS TO PAY MONEY
BY FLORIDA BORROWERS
On this the ____ day of _________, 1998, before me, the undersigned, a
Notary Public in and for the State of Georgia, County of _______________,
personally appeared, personally known to me or proved to me on the basis of
satisfactory evidence to be the ____________________ of Aerocar Aviation Corp.,
a Florida corporation, who executed the foregoing Revolving Credit Note on
behalf of such corporation and acknowledged to me that such corporation
executed the foregoing pursuant to its by-laws or a resolution of its board of
directors, said execution taking place in the State of Georgia, County of
Xxxxxx.
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Notary Signature
My Commission Expires:
---------------------------------
[Affix Notarial Seal]
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NOTARY JURAT FOR EXECUTION OF
WRITTEN OBLIGATIONS TO PAY MONEY
BY FLORIDA BORROWERS
On this the ____ day of December, 1998, before me, the undersigned, a
Notary Public in and for the State of Georgia, County of ______________,
personally appeared, personally known to me or proved to me on the basis of
satisfactory evidence to be the ____________________ of Aerocar Parts, Inc., a
Florida corporation, who executed the foregoing Revolving Credit Note on behalf
of such corporation and acknowledged to me that such corporation executed the
foregoing pursuant to its by-laws or a resolution of its board of directors,
said execution taking place in the State of Georgia, County of Xxxxxx.
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Notary Signature
My Commission Expires:
---------------------------------
[Affix Notarial Seal]
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AFFIDAVIT REGARDING DELIVERY
I, ________________________________ hereby certify that I am a
___________________________ of _____________________ and that the foregoing was
delivered to me as a representative of _______________________ in the State of
_____________________, County of _________________.
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Signature of Officer of Agent or Lender
On this the ____ day of December, 1998, before me, the undersigned, a
Notary Public in and for the State of _________________, County of
_________________________, _________________________________, personally known
to me or proved to me on the basis of satisfactory evidence to be the
_____________________ of ____________________________, a
________________________________________, who executed the foregoing affidavit
on behalf of such ________________________________________ and acknowledged to
me that such ________________________________________ executed the foregoing
pursuant to its by-laws or a resolution of its board of directors, said
execution taking place in the State of ____________________, County of
___________________________ .
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Notary Signature
