NOTE
NOTE
$50,000,000.00
September 2, 2008
FOR VALUE
RECEIVED, ABC Funding, Inc., a Nevada corporation (the
“Borrower”)
hereby promises to pay to the order of CIT Capital USA Inc. (the “Lender”), at the
principal office of CIT Capital USA
Inc. (the “Administrative
Agent”), at 000 Xxxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, XX 00000, the principal sum of Fifty Million Dollars $ 50,000,000.00
(or such lesser amount as shall equal the aggregate unpaid principal amount of
the Loans made by the Lender to the Borrower under the Credit Agreement, as
hereinafter defined), in lawful money of the United States of America and in
immediately available funds, 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 date,
amount, Type, interest rate, Interest Period and maturity of each Loan made by
the Lender to the Borrower, 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, may be endorsed by the Lender on the schedules attached hereto or
any continuation thereof or on any separate record maintained by the
Lender. Failure to make any such notation or to attach a schedule
shall not affect any Lender’s or the Borrower’s rights or obligations in respect
of such Loans or affect the validity of such transfer by any Lender of this
Note.
This Note
is one of the Notes referred to in the Credit Agreement dated as of September 2,
2008 among
the Borrower, the Administrative Agent, and the other agents and lenders
signatory thereto (including the Lender), and evidences Loans made by the Lender
thereunder (such Credit Agreement as the same may be amended, supplemented or
restated from time to time, the “Credit
Agreement”). Capitalized terms used in this Note have the
respective meanings assigned to them in the Credit Agreement.
This Note
is issued pursuant to, and is subject to the terms and conditions set forth in,
the Credit Agreement and is entitled to the benefits provided for in the Credit
Agreement and the other Loan Documents. The Credit Agreement provides
for the acceleration of the maturity of this Note upon the occurrence of certain
events, for prepayments of Loans upon the terms and conditions specified therein
and other provisions relevant to this Note.
THIS NOTE
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
TEXAS.
[Signature
page follows]
By: /s/
Xxxx X.
Xxxxx
Xxxx X. Xxxxx
Chief Financial Officer
