NOTE
$16,666,666.66 March 30, 2000
FOR VALUE RECEIVED, the undersigned, MARKETING SPECIALISTS
CORPORATION, a Delaware corporation, XXXX XXXXX ASSOCIATES, INC., a Michigan
corporation, MARKETING SPECIALISTS SALES COMPANY, a Texas corporation, and
BROMAR, INC., a California corporation (collectively, the "Borrowers"),
hereby promise, jointly and severally, to pay to the order of FLEET CAPITAL
BANK (the "Bank"), at Agent's Principal Office, in lawful money of the United
States of America and in immediately available funds, the principal amount of
Sixteen Million Six Hundred Sixty-six Thousand Six Hundred Sixty-six and
66/100 Dollars ($16,666,666.66) or such lesser amount as shall equal the
aggregate unpaid principal amount of the Loans made by the Bank to the
Borrowers under the Credit Agreement referred to below, on the dates and in
the principal amounts provided in the Credit Agreement, and to pay interest
on the unpaid principal amount of each such Loan, at such office, in like
money and funds, for the period commencing on the date of such Loan until
such Loan shall be paid in full, at the rates per annum and on the dates
provided in the Credit Agreement.
The Borrowers hereby authorize the Bank to record in its records the
amount of each Loan and Type of Accounts established under each Loan and all
Continuations, Conversions and payments of principal in respect thereof,
which records shall, in the absence of manifest error, constitute prima facie
evidence of the accuracy thereof; PROVIDED, HOWEVER, that the failure to make
such notation with respect to any such Loan or payment shall not limit or
otherwise affect the obligations of the Borrowers under the Credit Agreement
or this Note.
This Note is one of the Notes referred to in the Credit Agreement
dated as of March 30, 2000, among the Borrowers, the Bank, the other banks
party thereto (the "Banks"), and THE CHASE MANHATTAN BANK as agent for the
Banks (in such capacity, the "Agent" and such Credit Agreement, as the same
may be amended or otherwise modified from time to time, being referred to
herein as the "Credit Agreement"), and evidences Loans made by the Bank
thereunder. The Credit Agreement, among other things, contains provisions for
acceleration of the maturity of this Note upon the happening of certain
stated events and for prepayments of Loans prior to the maturity of this Note
upon the terms and conditions specified in the Credit Agreement. Capitalized
terms used in this Note have the respective meanings assigned to them in the
Credit Agreement.
This Note shall be governed by and construed in accordance with the
laws of the State of New York and the applicable laws of the United States of
America.
Except for any notices expressly required by the Loan Documents, the
Borrowers and each obligor, surety, guarantor, endorser and other party ever
liable for payment of any sums of money payable on this Note jointly and
severally waive notice, presentment, demand for payment, protest, notice of
protest and non-payment or dishonor, notice of acceleration, notice of intent
to accelerate, notice of intent to demand, diligence in collecting, grace and
all other formalities of any kind, and consent to all extensions without
notice for any period or periods of time and partial payments, before or
after maturity, and any impairment of any collateral securing this Note, all
without prejudice to the holder. The holder shall similarly have the right to
deal in any way, at any time, with one or more of the foregoing parties
without notice to any other party, and to grant any such party any extensions
of time for payment of any of said indebtedness, or to release any such party
or to release or substitute part or all of the collateral securing this Note,
or to grant any other indulgences or forbearances whatsoever, without notice
to any other party and without in any way affecting the personal liability of
any party hereunder.
Note, Page 1
MARKETING SPECIALISTS CORPORATION
XXXX XXXXX ASSOCIATES, INC.
MARKETING SPECIALISTS SALES COMPANY
BROMAR, INC.
By:
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Name:
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Authorized Officer for the
above Borrowers
Note, Page 2
