Exhibit (b)(5)
SWINGLINE LOAN NOTE
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$2,000,000.00 Chicago, Illinois
Dated as of December 31, 2000
FOR VALUE RECEIVED, the undersigned, XXXXX & XXXXX COMPANY, a Delaware
corporation (the "Borrower"), hereby unconditionally promises to pay to the
order of BANK OF AMERICA, N.A. (the "Lender"), at the office of Administrative
Agent located at 000 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx
00000-0000, in lawful money of the United States of America and in immediately
available funds, on the dates specified in the Credit Agreement referred to
below and on the Revolving Credit Termination Date, the principal amount of TWO
MILLION AND XX/100 DOLLARS ($2,000,000.00), or, if less, the aggregate unpaid
principal amount of all Swingline Loans of the Swingline Lender made to the
Borrower pursuant to Section 2.1 of the Credit Agreement (as defined below). The
Borrower further agrees to pay interest in like money at such office on the
unpaid principal amount hereof from time to time outstanding at the rates and on
the dates specified in Section 4.7 of the Credit Agreement. Unless otherwise
defined herein, terms defined in the Credit Agreement and used herein shall have
the meaning given to them in the Credit Agreement.
This Note (a) is one of the Notes referred to in the Amended and Restated
Credit Agreement, dated as of December 31, 2000 (as amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
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among the Borrower, the Lender, the several other banks and financial
institutions or entities from time to time parties thereto and Bank of America,
N.A., as Administrative Agent, evidencing a Swingline Loan, (b) is subject to
the provisions of the Credit Agreement and (c) is subject to repayment as
provided in the Credit Agreement. This Note is secured and guaranteed as
provided in the Loan Documents. Reference is hereby made to the Loan Documents
for a description of the properties and assets in which a security interest has
been granted, the nature and extent of the security and the guarantees, the
terms and conditions upon which the security interests and each guarantee were
granted and the rights of the holder of this Note in respect thereof.
Upon the occurrence and during the continuance of any one or more of the
Events of Default, all amounts then remaining unpaid on this Note shall become,
or may be declared to be, immediately due and payable, all as provided in the
Credit Agreement.
All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF ILLINOIS.
IN WITNESS WHEREOF, the undersigned has caused this Swingline Note to be
duly executed and delivered as of the date first above written.
XXXXX & XXXXX COMPANY
By: /s/ Xxxxx X. Xxxxxxxx
Title: Senior Vice President and
Chief Financial Officer
