EXHIBIT 10.3
REVOLVING CREDIT NOTE
$20,000,000.00 June 17, 2005
Atlanta, Georgia
FOR VALUE RECEIVED, the undersigned, xxxxxx industries, inc., a
corporation formed under the laws of the State of Tennessee (the "Borrower"),
hereby promises to pay to the order of WACHOVIA BANK NATIONAL ASSOCIATION (the
"Lender"), 000 00xx Xxxxxx XX 000 Xxxxxxxx Xxxxxxx, Xxxxxxx, 00000, or at such
other address as may be specified in writing by the Lender to the Borrower, the
principal sum of TWENTY MILLION AND 00/100 DOLLARS ($20,000,000.00) (or such
lesser amount as shall equal the aggregate unpaid principal amount of Revolving
Credit Loans under the Credit Agreement (as herein defined)), on the dates and
in the principal amounts provided in the Credit Agreement, and to pay interest
on the unpaid principal amount owing hereunder, at the rates and on the dates
provided in the Credit Agreement.
The date, amount of each Revolving Credit Loan, and each payment made on
account of the principal thereof, shall be recorded by the Lender on its books
and, prior to any transfer of this Note, endorsed by the Lender on the schedule
attached hereto or any continuation thereof, provided that the failure of the
Lender to make any such recordation or endorsement shall not affect the
obligations of the Borrower to make a payment when due of any amount owing under
the Credit Agreement or hereunder in respect of the Revolving Credit Loans.
This Note is the Revolving Credit Note referred to in the Credit
Agreement dated as of June 17, 2005 (as amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"), by and between
the Borrower and the Lender. Capitalized terms used herein, and not otherwise
defined herein, have their respective meanings given them in the Credit
Agreement.
The Credit Agreement provides for the acceleration of the maturity of
this Note upon the occurrence of certain events and for prepayments of Revolving
Credit Loans upon the terms and conditions specified therein.
Except as permitted by Section11.5(d) of the Credit Agreement, this Note
may not be assigned by the Lender to any other Person.
This Note shall be governed by, and construed in accordance with, the
laws of the State of Georgia APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY
PERFORMED, IN SUCH STATE.
The Borrower hereby waives presentment for payment, demand, notice of
demand, notice of non-payment, protest, notice of protest and all other similar
notices.
Time is of the essence for this Note.
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IN WITNESS WHEREOF, the undersigned has executed and delivered this
Revolving Credit Note under seal as of the date first written above.
Xxxxxx industries, inc.
By: /s/ X. Xxxxxxx Xxxx
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Name: X. Xxxxxxx Xxxx
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Title: Chief Financial Officer
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SCHEDULE OF LOANS
This Note evidences Loans made under the within-described Credit
Agreement to the Borrower, on the dates, in the principal amounts, bearing
interest at the rates and maturing on the dates set forth below, subject to the
payments and prepayments of principal set forth below:
PRINCIPAL AMOUNT UNPAID
DATE OF AMOUNT OF INTEREST PAID OR PRINCIPAL NOTATION
LOAN LOAN RATE PREPAID AMOUNT MADE BY
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