EXHIBIT 10.6
REVOLVING LINE OF CREDIT NOTE
-----------------------------
$45,000,000 April 17, 1997
FOR VALUE RECEIVED, XXX-XXXX CO., INC., MAC-GRAY II, INC., SUN
SERVICES OF AMERICA, INC. AND XXX-XXXX ACQUISITION CORP. (AND ITS SUCCESSOR-IN-
INTEREST, X. XXXXXX COIN-OP LAUNDRY, INC.), each a Delaware Corporation (the
"Borrowers") jointly and severally hereby promise to pay to the order of STATE
STREET BANK AND TRUST COMPANY for itself and as Agent for CORESTATES BANK, N.A.
(the "Banks") at the office of the Agent located at 000 Xxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, or such other place as the holder hereof shall designate,
the principal amount of Forty-Five Million Dollars and No Cents ($45,000,000.00)
or, if less, the aggregate unpaid principal amount of all loans made by the
Banks to the Borrowers hereunder, plus all accrued but unpaid interest and all
other amounts then due and payable, on the Termination Date as defined in the
Credit Agreement (as hereinafter defined), together with interest on unpaid
balances payable monthly in arrears on the first day of each calendar month and
in accordance with the Credit Agreement (as defined herein). Interest shall be
calculated on the basis of actual days elapsed and a 360-day year. If this Note
is not paid in full when due, interest on unpaid balances shall thereafter be
payable on demand at a fluctuating interest rate per annum equal to four percent
(4%) above the Prime Rate in effect from time to time.
All loans hereunder and all payments on account of principal and
interest hereof shall be recorded by the Agent and, prior to any transfer
hereof, endorsed on the attached grid which is part of this Note. The entries
on the records of the Banks (including any appearing on this Note) shall be
prima facie evidence of amounts outstanding hereunder.
This Note is issued pursuant to and is subject to the terms and
conditions of that certain Credit Agreement between the Borrowers and the Banks
dated as of April 17, 1997, as amended from time to time, which is hereby
incorporated herein by reference, and is entitled to the benefits thereof.
The principal amount of this Note may be repaid by the Borrowers in
whole or in part and reborrowed from time to time, in each case subject to the
terms and provisions of the Credit Agreement Prepayments of principal and
interest may be subject to penalty or premium in accordance with the terms and
provisions of the Credit Agreement.
All principal and interest hereunder are payable in lawful money of
the United States of America at the office of the Agent at the address shown
above in immediately available funds.
Any deposits or other sums at any time credited by or due from the
holder to the Borrowers and any securities or other property of the Borrowers at
any time in the possession of the holder shall at all times be held and treated
as collateral for the payment of this Note and any and all other liabilities
(direct or indirect, absolute or contingent, sole, joint or several, secured or
unsecured, due or to become due, now existing or hereafter arising) of the
Borrowers to the holder. Regardless of the adequacy of collateral, the holder
may apply or set off such deposits or other sums against such liabilities at any
time.
The Borrowers hereby waive presentment, demand, notice, protest and
all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement hereof and consents that no indulgence, and
no substitution, release or surrender of collateral, and no discharge or release
of any other party primarily or secondarily liable hereon, shall discharge or
otherwise affect the liability of the Borrowers. No delay or omission on the
part of the holder in exercising any right hereunder shall operate as a waiver
of such right or of any other right hereunder, and a waiver of any such right on
any one occasion shall not be construed as a bar to or waiver of any such right
on any future occasion.
This Note is secured by the terms of a Security Agreement between the
Banks and the Borrowers dated as of the date hereof and any and all collateral
at any time granted to the Banks to secure any obligations of any maker hereof.
The Borrowers agree to pay on demand all reasonable costs and expenses
(including reasonable legal costs and attorneys' fees) incurred or paid by the
holder in enforcing this Note, including without limitation upon the occurrence
of an Event of Default under the Credit Agreement.
[Remainder of page intentionally left blank.]
-2-
This Note shall take effect as a sealed instrument and shall be
governed by the laws of the Commonwealth of Massachusetts.
MAC-GRAY II, INC.
By: /s/
------------------------------------
Name:
Title:
SUN SERVICES OF AMERICA, INC.
By: /s/
------------------------------------
Name:
Title:
XXX-XXXX CO., INC.
By: /s/
------------------------------------
Name:
Title:
XXX-XXXX ACQUISITION CORP. (AND ITS
SUCCESSOR-IN-INTEREST, X. XXXXXX COIN-OP
LAUNDRY, INC.)
By: /s/
------------------------------------
Name:
Title:
-3-
ADVANCES AND PAYMENTS OF PRINCIPAL
----------------------------------
---------------------------------------------------------------------------------------------------
Date Amount of Loan Amount of Principal Outstanding Notation Made By
---- -------------- ----------------
Paid Principal Balance
---- -----------------
---------------------------------------------------------------------------------------------------
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WORKING CAPITAL LINE OF CREDIT NOTE
-----------------------------------
$5,000,000 April 17, 1997
FOR VALUE RECEIVED, XXX-XXXX CO., INC., MAC-GRAY II, INC., SUN
SERVICES OF AMERICA, INC. AND XXX-XXXX ACQUISITION CORP. (AND ITS SUCCESSOR-IN-
INTEREST, X. XXXXXX COIN-OP LAUNDRY, INC.), each a Delaware Corporation (the
"Borrowers") jointly and severally hereby promise to pay to the order of STATE
STREET BANK AND TRUST COMPANY for itself and as Agent for CORESTATES BANK, N.A.
(the "Banks") at the office of the Agent located at 000 Xxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, or such other place as the holder hereof shall designate,
the principal amount of Five Million Dollars and No Cents ($5,000,000.00) or, if
less, the aggregate unpaid principal amount of all loans made by the Banks to
the Borrowers hereunder, plus all accrued but unpaid interest and all other
amounts then due and payable, on the Termination Date as defined in the Credit
Agreement (as hereinafter defined), together with interest on unpaid balances
payable monthly in arrears on the first day of each calendar month and in
accordance with the Credit Agreement (as defined herein). Interest shall be
calculated on the basis of actual days elapsed and a 360-day year. If this Note
is not paid in full when due, interest on unpaid balances shall thereafter be
payable on demand at a fluctuating interest rate per annum equal to four percent
(4%) above the Prime Rate in effect from time to time.
All loans hereunder and all payments on account of principal and
interest hereof shall be recorded by the Agent and, prior to any transfer
hereof, endorsed on the attached grid which is part of this Note. The entries
on the records of the Banks (including any appearing on this Note) shall be
prima facie evidence of amounts outstanding hereunder.
This Note is issued pursuant to and is subject to the terms and
conditions of that certain Credit Agreement between the Borrowers and the Banks
dated as of April 17, 1997, as amended from time to time, which is hereby
incorporated herein by reference, and is entitled to the benefits thereof.
The principal amount of this Note may be repaid by the Borrowers in
whole or in part and reborrowed from time to time, in each case subject to the
terms and provisions of the Credit Agreement. Prepayments of principal and
interest may be subject to penalty or premium in accordance with the terms and
provisions of the Credit Agreement.
All principal and interest hereunder are payable in lawful money of
the United States of America at the office of the Agent at the address shown
above in immediately available funds.
Any deposits or other sums at any time credited by or due from the
holder to the Borrowers and any securities or other property of the Borrowers at
any time in the possession of the holder shall at all times be held and treated
as collateral for the payment of this Note and any and all other liabilities
(direct or indirect, absolute or contingent, sole, joint or several, secured or
unsecured, due or to become due, now existing or hereafter arising) of the
Borrowers to the holder. Regardless of the adequacy of collateral, the holder
may apply or set off such deposits or other sums against such liabilities at any
time.
The Borrowers hereby waive presentment, demand, notice, protest and
all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement hereof and consents that no indulgence, and
no substitution, release or surrender of collateral, and no discharge or release
of any other party primarily or secondarily liable hereon, shall discharge or
otherwise affect the liability of the Borrowers. No delay or omission on the
part of the holder in exercising any right hereunder shall operate as a waiver
of such right or of any other right hereunder, and a waiver of any such right on
any one occasion shall not be construed as a bar to or waiver of any such right
on any future occasion.
This Note is secured by the terms of a Security Agreement between the
Banks and the Borrowers dated as of the date hereof and any and all collateral
at any time granted to the Banks to secure any obligations of any maker hereof.
The Borrowers agree to pay on demand all reasonable costs and expenses
(including reasonable legal costs and attorneys' fees) incurred or paid by the
holder in enforcing this Note, including without limitation upon the occurrence
of an Event of Default under the Credit Agreement.
[Remainder of page intentionally left blank.]
This Note shall take effect as a sealed instrument and shall be
governed by the laws of the Commonwealth of Massachusetts.
MAC-GRAY II, INC.
By: /s/
-------------------------------------
Name:
Title:
SUN SERVICES OF AMERICA, INC.
By: /s/
-------------------------------------
Name:
Title:
XXX-XXXX CO., INC.
By: /s/
-------------------------------------
Name:
Title:
XXX-XXXX ACQUISITION CORP. (AND ITS
SUCCESSOR-IN-INTEREST, X. XXXXXX COIN-OP
LAUNDRY, INC.)
By: /s/
-------------------------------------
Name:
Title:
ADVANCES AND PAYMENTS OF PRINCIPAL
----------------------------------
--------------------------------------------------------------------------------------------------------------------
Date Amount of Loan Amount of Principal Outstanding Notation Made By
---- -------------- ----------------
Paid Principal Balance
---- -----------------
--------------------------------------------------------------------------------------------------------------------
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