Exhibit 99.5
REVOLVING CREDIT NOTE
$25,000,000 New York, New York
March 6, 2003
FOR VALUE RECEIVED, Xxxxx Inc., a corporation organized under the
laws of Delaware (together with its successors and permitted assigns, the
"Borrower"), hereby promises to pay to the order of Fleet National Bank
(together with its successors and assigns, the "Payee") on or before March 6,
2006, in lawful money of the United States of America and in immediately
available funds, at the address set forth in the Credit Agreement referred to
below, the lesser of (i) the principal amount of Twenty Five Million Dollars
($25,000,000) and (ii) the aggregate outstanding principal amount of all
Revolving Credit Loans made by the Payee to the Borrower pursuant to the Credit
Agreement, as evidenced (absent manifest error) by written endorsement with
respect thereto by any officer of the Payee on the Schedule hereto annexed.
Capitalized terms used herein but not otherwise defined shall have the meanings
assigned by the Credit Agreement.
The Borrower further promises to pay interest at such address, in
like money, from the date hereof on the outstanding principal amount owing
hereunder from time to time, at the applicable rate per annum set forth in
Section 2.10 of the Credit Agreement. Interest shall be payable in arrears as
set forth in Section 2.10 of the Credit Agreement. Interest shall be calculated
on the basis of a year of 360 days for the actual number of days elapsed. In no
event shall interest hereunder exceed the maximum rate permitted under
applicable law.
This Note is the "Revolving Credit Note" referred to in that certain
Credit Agreement, dated as of March 6, 2003, among the Borrower and the Payee
(as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), and is subject to the terms and conditions set forth therein, which
terms and conditions are incorporated herein by reference. This Note evidences
the Revolving Credit Loans made by the Payee thereunder.
All payments of principal and interest shall be made in Dollars in
immediately available funds as specified in the Credit Agreement.
Upon the occurrence of any one or more Events of Default specified
in the Credit Agreement, all amounts then remaining unpaid on this Note may
become, or may be declared to be, immediately due and payable as provided in the
Credit Agreement. Amounts remaining unpaid on this Note may be prepaid as
provided in the Credit Agreement.
The Borrower hereby waives presentment, demand, notice, protest and
all other demands and notices in connection with the execution, delivery,
acceptance, performance, default or enforcement of this Note.
This Note is secured by liens on and security interests in certain
property of the Borrower and the Guarantors which have been granted to the Payee
pursuant to the Security Documents. Reference is hereby made to the Security
Documents for a description of the Collateral securing this Note, the terms and
conditions upon which such liens and security interests were granted and the
rights of the holder of this Note in respect thereof.
Failure of the Payee to assert any right herein shall not be deemed
to be a waiver thereof.
THIS NOTE SHALL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
THE CONFLICTS OF LAW PRINCIPLES THEREOF. THE BORROWER HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT
OF ANY CLAIM BASED HEREON.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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KROLL INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President and Secretary
[SIGNATURE PAGE TO REVOLVING CREDIT NOTE]
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SCHEDULE
BORROWINGS AND PAYMENTS
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PRINCIPAL DATE OF INTEREST INTEREST AMOUNT OF DATE OF UNPAID NOTATION
AMOUNT OF DISBURSEMENT RATE/TYPE PERIOD REPAYMENT/ REPAYMENT/ PRINCIPAL MADE BY
LOAN OF LOAN PREPAYMENT PREPAYMENT BALANCE
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