AMENDED AND RESTATED
REVOLVING CREDIT NOTE
$10,000,000 New York, New York
May 13, 1997
This Amended and Restated Revolving Credit Note is executed and
delivered under and pursuant to the terms of that certain Revolving Credit,
Term Loan and Security Agreement dated as of January 7, 1997 as amended by
Amendment No. 1 and Joinder Agreement dated as of the date hereof (as same may
be further amended, supplemented or modified from time to time the "Loan
Agreement") by and among BATTERIES BATTERIES, INC., a corporation organized
under the laws of the State of Delaware ("BATS"), XXXXXX ELECTRONICS, INC., a
corporation organized under the laws of the State of California ("TEI"),
ADVANCED FOX ANTENNA, INC., a corporation organized under the laws of the State
of Delaware ("AFA"), SPECIFIC ENERGY CORPORATION, a corporation organized under
the laws of the State of Arizona ("SEC"), BATTERY NETWORK, INC., a corporation
organized under the laws of the State of Illinois ("BN"), W.S. BATTERY & SALES
COMPANY, INC., a corporation organized under the laws of the State of Illinois
("WSBS"), BATTERY ACQUISITION CORP., a corporation organized under the laws of
the State of New York ("BAC") and CLIFFCO OF TAMPA BAY, INC. (formerly known as
Cellular Florida Acquisition, Inc.), a corporation organized under the laws of
the State of Florida ("CTB") (BATS, TEI, AFA, SEC, BN, WSBS, BAC and CTB each a
"Borrower" and, jointly and severally, the "Borrowers"), IBJ XXXXXXXX BANK &
TRUST COMPANY ("IBJS"), each of the other financial institutions named in or
which hereafter become a party to the Loan Agreement (IBJS and such other
financial institutions, the "Lenders") and IBJS as agent for the Lenders (IBJS
in such capacity, the "Agent"). Capitalized terms not otherwise defined herein
shall have the meanings as provided in the Loan Agreement.
FOR VALUE RECEIVED, Borrowers, jointly and severally, hereby promise
to pay to the order of Agent for the ratable benefit of Lenders at its offices
located at Xxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other place as
Agent may from time to time designate to Borrowers in writing:
(i) the principal sum of TEN MILLION 00/100 DOLLARS ($10,000,000) or,
if different from such amount, such amount of evolving Advances as may be due
and owing under the Loan Agreement, payable in accordance with the provisions
of the Loan Agreement and subject to acceleration upon the occurrence and
during the continuation of an Event of Default under the Loan Agreement or
earlier termination of the Loan Agreement pursuant to the terms thereof; and
(ii) interest on the principal amount of this Note from time to time
outstanding, payable at the Revolving Interest Rate in accordance with the
provisions of the Loan Agreement. Upon and after the declaration of an Event of
Default, and during the continuation thereof, interest shall be payable at the
Default Rate. In no event, however, shall interest exceed the maximum interest
rate permitted by law.
This Note is the Revolving Credit Note referred to in the Loan
Agreement and is secured, inter alia, by the Liens granted pursuant to the Loan
Agreement and the Other Documents, is entitled to the benefits of the Loan
Agreement and the Other Documents and is subject to all of the agreements,
terms and conditions therein contained.
This Note amends and restates in its entirety and is given in
substitution for (but not in satisfaction of) that certain Revolving Credit
Note dated January 7, 1997 made by BATS, TEI, AFA, SEC, BN, WSBS and BAC in
favor of Agent for the ratable benefit of Lenders in the original principal
amount of $10,000,000.
This Note may be voluntarily prepaid, in whole, on the terms and
conditions set forth in the Loan Agreement.
If an Event of Default under Section 10.7 of the Loan Agreement shall
occur, then this Note shall immediately become due and payable, without notice,
together with reasonable attorneys' fees if the collection hereof is placed in
the hands of an attorney to obtain or enforce payment hereof. If any other
Event of Default shall occur under the Loan Agreement or any of the Other
Documents, which is not cured within any applicable grace period, then this
Note may, as provided in the Loan Agreement, be declared to be immediately due
and payable, without notice, together with reasonable attorneys' fees, if the
collection hereof is placed in the hands of an attorney to obtain or enforce
payment hereof.
This Note is being delivered in the State of New York, and shall be
construed and enforced in accordance with the laws of such State.
Borrowers expressly waive any presentment, demand, protest, notice of
protest, or notice of any kind except as expressly provided in the Loan
Agreement.
BATTERIES BATTERIES, INC. XXXXXX
ELECTRONICS, INC. ADVANCED FOX ANTENNA,
INC. SPECIFIC ENERGY CORPORATION BATTERY
NETWORK, INC. W.S. BATTERY & SALES
COMPANY, INC. BATTERY ACQUISITION CORP.
CLIFFCO OF TAMPA BAY, INC. (formerly
known as Cellular Florida Acquisition,
Inc.)
By:
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Name:
---------------------------------
of each of the foregoing corporations
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XXXXX XX XXX XXXX )
: ss.:
COUNTY OF NEW YORK )
On the ____ day of May, 1997, before me personally came
______________________, to me known, who being by me duly sworn, did depose and
say that he is the __________________ of each of Batteries Batteries, Inc.,
Xxxxxx Electronics, Inc., Advanced Fox Antenna, Inc., Specific Energy
Corporation, Battery Network, Inc., W.S. Battery & Sales Company, Inc., Battery
Acquisition Corp. and Cliffco of Tampa Bay, Inc., the corporations described in
and which executed the foregoing instrument; and that he signed his name
thereto by order of the each of the respective boards of directors of said
corporations.
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Notary Public
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