Exhibit 10.5
REVOLVING CREDIT NOTE
Boston, Massachusetts As of December 11, 1997
FOR VALUE RECEIVED, the undersigned, County Seat Stores, Inc., a
Minnesota corporation with its principal executive offices at 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Borrower") promises to pay to the order
of Foothill Capital Corporation (hereinafter, with any subsequent holder, a
"Lender") the aggregate principal sum of Fifteen Million and 00/100 Dollars
($15,000,000.00) or the aggregate unpaid principal balance of loans and advances
made by the Lender to the Borrower pursuant to the Revolving Credit established
pursuant to the Loan and Security Agreement dated October 29, 1997 (as
heretofore or hereafter amended hereafter, the "Loan Agreement") between
BankBoston Retail Finance Inc., a Delaware corporation with its offices at 00
Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 (in such capacity, the "Agent"), as
agent for the ratable benefit of the "Lenders" named therein, the Lenders named
therein, and the Borrower, with interest at the rate and payable in the manner
stated therein.
This is a "Revolving Credit Note" to which reference is made in the
Loan Agreement, and is subject to all terms and provisions thereof. The
principal of, and interest on, this Revolving Credit Note shall be payable as
provided in the Loan Agreement and shall be subject to acceleration as provided
therein.
The Agent's books and records concerning loans and advances pursuant
to the Revolving Credit, the accrual of interest thereon, and the repayment of
such loans and advances, shall be prima facie evidence of the indebtedness to
the Lender hereunder.
No delay or omission by the Agent or Lender in exercising or enforcing
any of the Agent's or Xxxxxx's powers, rights, privileges, remedies, or
discretions hereunder shall operate as a waiver thereof on that occasion nor on
any other occasion. No waiver of any default hereunder shall operate as a
waiver of any other default hereunder, nor as a continuing waiver.
The Borrower, and each endorser and guarantor of this Revolving Credit
Note, respectively waives presentment, demand, notice, and protest, and also
waives any delay on the part of the holder hereof. Each assents to any
extension or other indulgence (including, without limitation, the release or
substitution of collateral) permitted by the Agent or the Lender with respect to
this Revolving Credit Note and/or any collateral given to secure this Revolving
Credit Note or any extension or other indulgence with respect to any other
liability or any collateral given to secure any other liability of the Borrower
or any other person obligated on account of this Revolving Credit Note.
This Revolving Credit Note shall be binding upon the Borrower, and
each endorser and guarantor hereof, and upon their respective heirs, successors
and assigns, and shall inure to the benefit of the Lender and its successors,
endorsees, and assigns.
The liabilities of the Borrower, and of any endorser or guarantor of
this Revolving Credit Note, are joint and several, provided, however, the
release by the Lender or by the
Agent of any one or more such person, endorser or guarantor shall not release
any other person obligated on account of this Revolving Credit Note. Each
reference in this Revolving Credit Note to the Borrower, any endorser, and any
guarantor, is to such person individually and also to all such persons jointly.
No person obligated on account of this Revolving Credit Note may seek
contribution from any other person also obligated unless and until all
liabilities, obligations and indebtedness to the Lender of the person from whom
contribution is sought have been satisfied in full.
THIS REVOLVING CREDIT NOTE IS DELIVERED TO THE LENDER AT THE OFFICES
OF THE AGENT IN BOSTON, MASSACHUSETTS, SHALL BE GOVERNED BY THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS AND SHALL TAKE EFFECT AS A SEALED INSTRUMENT.
The Borrower makes the following waiver knowingly, voluntarily, and
intentionally, and understands that the Lender and the Agent in the
establishment and maintenance of their respective relationship with the Borrower
contemplated by this Revolving Credit Note, is relying thereon. THE BORROWER,
AND THE LENDER BY ITS ACCEPTANCE HEREOF, TO THE EXTENT ENTITLED THERETO, WAIVES
ANY PRESENT OR FUTURE RIGHT OF THE BORROWER, THE LENDER, OR OF ANY GUARANTOR OR
ENDORSER OF THE BORROWER OR OF ANY OTHER PERSON LIABLE TO THE LENDER ON ACCOUNT
OF OR IN RESPECT TO THE LIABILITIES, TO A TRIAL BY JURY IN ANY CASE OR
CONTROVERSY IN WHICH THE LENDER AND/OR THE AGENT IS OR BECOMES A PARTY (WHETHER
SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE LENDER AND/OR THE AGENT
OR IN WHICH THE LENDER AND/OR THE AGENT IS JOINED AS A PARTY LITIGANT), WHICH
CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT TO, ANY RELATIONSHIP AMONGST
OR BETWEEN THE BORROWER, ANY SUCH PERSON, AND THE LENDER AND/OR THE AGENT.
COUNTY SEAT STORES, INC.
The ("Borrower")
By:
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