EXHIBIT 10.9
TERM NOTE (TERM LOAN A)
Dated as of October 28, 1998 New York, New York
$3,150,000.00
FOR VALUE RECEIVED, the undersigned, HI-RISE RECYCLING SYSTEMS, INC., a
Florida corporation ("HI-RISE"), IDC ACQUISITION SUB, INC., a New York
corporation ("IDC"), XXXXXXXXX COMPANY, INC., an Ohio corporation ("Xxxxxxxxx"),
RECYCLTECH ENTERPRISES INC., an Ontario corporation ("Recycltech"), HESCO SALES,
INC., a Florida corporation ("Hesco"), UNITED TRUCK AND BODY CORPORATION, a
Florida corporation ("United Truck"), HESCO EXPORT CORPORATION, a Florida
corporation ("Hesco Export"), BPI ACQUISITION CORP., a South Carolina
corporation ("Bes-Pac Acquisition Corp."), and DII ACQUISITION CORP., a
Connecticut corporation ("Xxxxxx Acquisition Corp.") (Hi-Rise, IDC, Xxxxxxxxx,
Recycltech, Hesco, United Truck, Hesco Export, Bes-Pac Acquisition Corp. and
Xxxxxx Acquisition Corp. are sometimes collectively referred to herein as the
"BORROWERS" and individually as a "BORROWER"), HEREBY JOINTLY AND SEVERALLY
PROMISE TO PAY to the order of NATIONSBANK, N.A. ("Lender"), at the offices of
NATIONSBANK, N.A., a national banking association, as Revolver Agent for Lenders
("Revolver Agent"), at its address at 000 X.X. 2nd Street, 15th Floor, Miami,
Florida 33131, Attention: Mr. Xxxx Xxxxxxx, or at such other place as Revolver
Agent may designate from time to time in writing, in lawful money of the United
States of America and in immediately available funds, the amount of THREE
MILLION ONE HUNDRED FIFTY THOUSAND DOLLARS AND NO CENTS ($3,150,000.00). All
capitalized terms used but not otherwise defined herein have the meanings given
to them in the Credit Agreement or in ANNEX A thereto.
This Term Note (Term Loan A) is one of the Term Notes (Term Loan A)
issued pursuant to that certain Credit Agreement dated as of October 28, 1998,
by and among Borrowers, General Electric Capital Corporation, NationsBank, N.A.,
Key Corporate Capital, Inc. and the other Persons signatory thereto from time to
time as Lenders, General Electric Capital Corporation, as Administrative Agent
and Revolver Agent (including all annexes, exhibits and schedules thereto, and
as from time to time amended, restated, supplemented or otherwise modified, the
"Credit Agreement"), and is entitled to the benefit and security of the Credit
Agreement, the Security Agreement and all of the other Loan Documents referred
to therein. Reference is hereby made to the Credit Agreement for a statement of
all of the terms and conditions under which the Loans evidenced hereby are made
and are to be repaid. The principal balance of the Term Loan (Term Loan A), the
rates of interest applicable thereto and the date and amount of each payment
made on account of the principal thereof, shall be recorded by Revolver Agent on
its books; provided that the failure of Revolver Agent to make any such
recordation shall not affect the obligations of Borrowers to make a payment when
due of any amount owing under the Credit Agreement or this Term Note (Term Loan
A).
The principal amount of the indebtedness evidenced hereby shall be
payable in the amounts and on the dates specified in the Credit Agreement.
Interest thereon shall be paid until such principal amount is paid in full at
such interest rates and at such times, and pursuant to such calculations, as are
specified in the Credit Agreement. The terms of the Credit Agreement are hereby
incorporated herein by reference.
If any payment on this Term Note (Term Loan A) becomes due and payable
on a day other than a Business Day, the maturity thereof shall be extended to
the next succeeding Business Day and, with respect to payments of principal,
interest thereon shall be payable at the then applicable rate during such
extension.
Upon and after the occurrence of any Event of Default, this Term Note
(Term Loan A) may, as provided in the Credit Agreement, and without demand,
notice or legal process of any kind, be declared, and immediately shall become,
due and payable.
Time is of the essence of this Term Note (Term Loan A). Demand,
presentment, protest and notice of nonpayment and protest are hereby waived by
each Borrower.
Except as provided in the Credit Agreement, this Term Note (Term Loan
A) may not be assigned by Lender to any Person.
THIS TERM NOTE (TERM LOAN A) SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND PERFORMED IN THAT STATE.
IN WITNESS WHEREOF, the undersigned Borrowers have caused this
Term Note (Term Loan A) to be dated for reference as of the date first above
written, but have in fact duly executed and delivered this Term Note (Term Loan
A) this day of October, 1998.
HI-RISE RECYCLING SYSTEMS, INC., a Florida
corporation
By: /s/
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Name:
Title:
IDC ACQUISITION SUB, INC., a New York
corporation
By: /s/
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Name:
Title:
2
XXXXXXXXX COMPANY, INC., an Ohio corporation
By: /s/
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Name:
Title:
RECYCLTECH ENTERPRISES INC., an Ontario
corporation
By: /s/
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Name:
Title:
HESCO SALES, INC., a Florida corporation
By: /s/
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Name:
Title:
UNITED TRUCK AND BODY CORPORATION, a
Florida corporation
By: /s/
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Name:
Title:
HESCO EXPORT CORPORATION, a Florida
corporation
By: /s/
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Name:
Title:
3
BPI ACQUISITION CORP., a South Carolina
corporation
By: /s/
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Name:
Title:
DII ACQUISITION CORP., a Connecticut corporation
By: /s/
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Name:
Title:
4
