$30,000,000
CREDIT AGREEMENT
Between
MERIDIAN SPORTS INCORPORATED
as Borrower
and
REVLON GROUP INCORPORATED
as Lender
Dated as of March 28, 1997
TABLE OF CONTENTS
Section Page
------- ----
ARTICLE I DEFINITIONS...................................................................... 1
Section 1.1 Certain Defined Terms........................................................ 1
---------------------
Section 1.2 Computation of Time Periods.................................................. 4
---------------------------
Section 1.3 Construction................................................................. 4
------------
ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES................................................ 4
Section 2.1 The Credit Facility.......................................................... 4
-------------------
(a) Working Capital Loans.................................................... 4
---------------------
(b) Commitment............................................................... 4
----------
Section 2.2 Making of the Loans.......................................................... 5
-------------------
Section 2.3 Use of Proceeds.............................................................. 5
---------------
Section 2.4 Repayment.................................................................... 5
---------
Section 2.5 Interest..................................................................... 5
--------
Section 2.6 Promissory Note.............................................................. 5
---------------
Section 2.7 Prepayments.................................................................. 6
-----------
(a) Optional Prepayments..................................................... 6
--------------------
(b) Mandatory Prepayments.................................................... 6
---------------------
(c) Application.............................................................. 6
-----------
Section 2.8 Computations................................................................. 6
------------
ARTICLE III CONDITIONS OF LENDING............................................................ 7
Section 3.1 Conditions Precedent to
-----------------------
Borrowings............................................................... 7
----------
ARTICLE IV COVENANTS........................................................................ 7
Section 4.1 Maintenance of Net Worth..................................................... 7
------------------------
ARTICLE V EVENTS OF DEFAULT................................................................ 8
Section 5.1 Event of Default............................................................. 8
----------------
ARTICLE VI MISCELLANEOUS.................................................................... 10
Section 6.1 Amendments, Etc.............................................................. 10
---------------
Section 6.2 Notices, Etc................................................................. 10
------------
Section 6.3 No Waiver; Remedies.......................................................... 10
-------------------
Section 6.4 Costs and Expenses........................................................... 11
------------------
Section 6.5 Binding Effect............................................................... 11
--------------
Section 6.6 Governing Law................................................................ 11
-------------
Section 6.7 Execution in Counterparts.................................................... 11
-------------------------
Section 6.8 Waiver of Jury Trial......................................................... 11
--------------------
EXHIBIT A REVOLVING CREDIT NOTE....................................................A-1
EXHIBIT B NOTICE OF BORROWING......................................................B-1
EXHIBIT C MORTGAGE.................................................................C-1
EXHIBIT D PLEDGE AGREEMENT.........................................................D-1
EXHIBIT E GUARANTY AGREEMENT.......................................................E-1
i
CREDIT AGREEMENT
This CREDIT AGREEMENT dated as of March 28, 1997 (as amended,
supplemented or modified from time to time, this "Agreement"), is entered into
between Meridian Sports Incorporated, a Delaware corporation (the "Borrower"),
and Revlon Group Incorporated, a Delaware corporation (the "Lender").
R E C I T A L S
WHEREAS, the Borrower has requested that the Lender make
available to the Borrower a credit facility which shall be a $30,000,000
revolving credit facility, the proceeds of which will be used to repay
existing indebtedness owing to the Lender and which will be used for working
capital and general corporate purposes, and the Lender has agreed to extend
such credit upon the terms and subject to the conditions set forth in this
Agreement.
A G R E E M E N T
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements contained herein, the parties hereto hereby
agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 CERTAIN DEFINED TERMS. As used in this Agreement,
each of the following terms shall have the meaning ascribed thereto below
(such meaning to be applicable to both the singular and plural forms of the
term defined):
"AGREEMENT" has the meaning specified in the preamble
to this Agreement.
"AVAILABLE AMOUNT" means, at any time in respect of the Working
Capital Commitment, the amount of the Working Capital Commitment less the
amount of all Working Capital Loans made pursuant to Section 2.1 hereof
outstanding as of any date of determination thereof.
"BORROWER" has the meaning specified in the preamble
to this Agreement.
"BORROWER'S ACCOUNT" means demand deposit account number
3750330166 established in the name of the Borrower with NationsBank of Texas,
N.A., or any successor account.
"BUSINESS DAY" means a day of the year on which banks are not
required or authorized to close in New York City.
"CLOSING DATE" means the date as of which this Agreement has been
executed by the Borrower and the Lender and on which all conditions precedent
to the making of the Loans have been satisfied or waived by the Lender.
"CONSOLIDATED NET WORTH (DEFICIT)" means, as of any date of
determination, total stockholder's equity or stockholder's deficit as set
forth on the consolidated balance sheet of the Borrower in accordance with
generally accepted accounting principles.
"EVENT OF DEFAULT" has the meaning specified in
Section 5.1 hereof.
"GUARANTY AGREEMENT" means the Guaranty Agreement, substantially
in the form of Exhibit E, among each Subsidiary named therein and the Lender,
as the same shall be modified or supplemented and in effect from time to time.
"INTEREST PAYMENT DATE" has the meaning specified in
Section 2.5 hereof.
"LENDER" has the meaning specified in the preamble to
this Agreement.
"LIEN" means any mortgage, pledge, lien, encumbrance, charge or
adverse claim affecting title or resulting in an encumbrance against real or
personal property or a security interest of any kind.
"LOAN" means any of the Working Capital Loans.
"LOAN DOCUMENTS" means this Agreement, the Note, the Pledge
Agreement, the Guaranty Agreement, the Mortgage and other instruments,
agreements, documents and financing statements executed at any time pursuant
hereto or in connection herewith, including all amendments, modifications,
supplements, extensions, renewals, and restatements hereof.
"MANDATORY PREPAYMENT" has the meaning specified in
Section 2.7(b) hereof.
"MATURITY DATE" means December 1, 1998.
"MORTGAGE" means the deed of trust, substantially in the form of
Exhibit C, granted by Master Craft Boat Company to the Lender, as the same
shall be modified or supplemented and in effect from time to time.
2
"NOTICE OF BORROWING" has the meaning specified in
Section 2.2 hereof.
"OBLIGATIONS" means any and all indebtedness, debts, obligations
and liabilities of the Borrower from time to time outstanding to the Lender
under the Loan Documents to which it is party, whether fixed or contingent,
due or not due, liquidated or unliquidated, determined or undetermined, and
whether for principal, premium, interest, fees, indemnities, costs, expenses
or otherwise, including, without limitation, principal of and interest on and
any other amounts payable in respect of the Working Capital Loans, and
including, further, without limitation, any rights of indemnification,
reimbursement, subrogation or contribution arising under the Loan Documents.
"PERSON" means an individual, partnership, corporation, joint
stock company, trust (including a business trust), unincorporated association,
joint venture or other entity, or a government or any political subdivision or
agency thereof.
"PLEDGE AGREEMENT" means the Pledge Agreement, substantially in
the form of Exhibit D, executed and delivered in favor of the Borrower to the
Lender, as the same shall be modified or supplemented and in effect from time
to time.
"POST-DEFAULT RATE" means, in respect of any principal of any
Loan or any other amount under this Agreement or any other Loan Document that
is not paid when due (whether at stated maturity, by acceleration or
otherwise), a rate per annum during the period from and including the due date
to but excluding the date on which such amount is paid in full equal to the
Prime Rate as in effect from time to time plus 4%.
"PRIME RATE" means the rate of interest per annum established by
The Chase Manhattan Bank as its prime rate from time to time.
"SUBSIDIARY" means each of BW Sale Corp., a Massachusetts
corporation, Master Craft Boat Company, a Tennessee corporation, SoniForm,
Inc., a California corporation, O'Brien International Inc., a Washington
corporation, Mastercraft Acquisition Corp., a Delaware corporation, Tennessee
Acquisition Corp., a Delaware corporation, and any other corporation of which
the capital stock ordinarily having a majority of the voting rights in the
election of directors is now or hereafter owned, directly or indirectly, by
the Borrower.
3
"WORKING CAPITAL COMMITMENT" has the meaning set
forth in Section 2.1(b).
"WORKING CAPITAL LOAN" has the meaning set forth in
Section 2.1(a).
"WORKING CAPITAL NOTE" means a promissory note made by the
Borrower payable to the Lender evidencing the Working Capital Loans to be made
hereunder, executed and delivered to the Lender as provided in Section 2.6 and
in substan tially the form of Exhibit A.
SECTION 1.2 COMPUTATION OF TIME PERIODS. In this Agreement in
the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and
"until" each means "to but excluding."
SECTION 1.3 CONSTRUCTION. References herein to the plural form
include the singular, and the singular include the plural; the word "including"
is not limiting; and the word "or" is not exclusive. The words "hereof",
"herein", "hereby" and "hereunder" refer to this Agreement as a whole and not
to any particular provision of this Agreement. Article, section, exhibit and
schedule references are to articles and sections of, and exhibits and schedules
to, this Agreement, unless otherwise expressly indicated.
ARTICLE II
AMOUNTS AND TERMS OF THE ADVANCES
SECTION 2.1 THE CREDIT FACILITY.
(a) WORKING CAPITAL LOANS. The Lender agrees, upon
the terms and subject to the conditions hereinafter set forth, to make
advances (each, a "Working Capital Loan") to the Borrower from time to time on
any Business Day during the period from the Closing Date until the Maturity
Date, each Working Capital Loan to be in an amount not in excess of the then
effective Available Amount. Within the limits of the Working Capital
Commitment, the Borrower may borrow under this Section 2.1(a), prepay pursuant
to Section 2.7(a) hereof and reborrow under this Section 2.1(a).
(b) COMMITMENT. The sum of the principal amount at
any time outstanding of all Working Capital Loans made by the Lender pursuant
to this Agreement shall not exceed $30,000,000 (the "Working Capital
Commitment"), as reduced from time to time pursuant to Section 2.7(c).
SECTION 2.2 MAKING OF THE LOANS. Each Loan shall be made on
notice by the Borrower (a "Notice of Borrowing"), in
4
substantially the form of Exhibit B, given not later than 11:00 a.m. (New
York City time) on the Business Day on which such Loan is proposed to be made,
specifying therein the requested date such Loan is to be made and the
principal amount of such Loan. Provided that all conditions precedent
specified in Section 3.1 hereof applicable thereto have been satisfied, the
Lender will make such funds available to the Borrower by deposit to the
Borrower's Account before 12:00 noon on the Business Day specified in the
Notice of Borrowing. Each Notice of Borrowing shall be irrevocable and binding
on the Borrower.
SECTION 2.3 USE OF PROCEEDS. The proceeds of the Loans shall
be used by the Borrower (a) to repay existing advances made by the Lender
to the Borrower, (b) to fund the working capital needs of the Borrower and its
Subsidiaries, and (c) for the general corporate purposes of the Borrower and
its Subsidiaries.
SECTION 2.4 REPAYMENT. The Borrower shall repay to the Lender
the outstanding principal amount of the Loans and all accrued but unpaid
interest thereon on the Maturity Date.
SECTION 2.5 INTEREST. The Borrower shall pay interest on the
unpaid principal amount of each Loan owing to the Lender from the date of
such Loan until such principal amount shall be paid in full, at a rate per
annum equal to the Prime Rate as in effect from time to time, plus 1%, payable
quarterly in arrears on the last Business Day of each March, June, September
and December during such period (each, an "Interest Payment Date").
Notwithstanding the foregoing, the Borrower hereby promises to pay to the
Lender interest at the Post-Default Rate on any principal amount of the Loans
and on any other amount payable by the Borrower hereunder or under the Working
Capital Note which shall not be paid in full when due (whether at stated
maturity, by acceleration or otherwise), for the period from and including the
due date thereof to but excluding the date the same is paid in full. Accrued
interest on the Loans shall be payable on each Interest Payment Date and upon
the payment or prepayment thereof, except that interest payable at the
Post-Default Rate shall be payable from time to time on demand.
SECTION 2.6 PROMISSORY NOTE. Simultaneously with the execution
and delivery of this Agreement, the Borrower shall execute and deliver to the
Lender a Working Capital Note in the original principal amount of $30,000,000.
5
SECTION 2.7 PREPAYMENTS.
(a) OPTIONAL PREPAYMENTS. The Borrower may from time to time
prepay the outstanding principal amount of the Loans in whole or in part,
without payment of any penalty or premium.
(b) MANDATORY PREPAYMENTS. The Loans shall be
repaid without any notice to the Borrower or any action undertaken by the
Lender, each in an amount equal to any or all of the following (each a
"Mandatory Prepayment") effective in each instance as of the date of receipt
thereof from time to time:
(i) the net cash proceeds received by the
Borrower or any Subsidiary (other than O'Brien International, Inc.) from
the sale, lease or other disposition of any assets outside the ordinary
course of business;
(ii) the net cash proceeds received by the Borrower or
any Subsidiary from the public or private issuance of any debt securities
or the borrowing under any loan or credit agreement (other than any
borrowings by O'Brien International, Inc. under the Revolving Credit and
Security Agreement dated as of March 17, 1997, as the same may be amended
or supplemented from time to time, with The Bank of New York Commercial
Corporation);
(iii) the net cash proceeds received by the Borrower
or any Subsidiary from the sale or other disposition of the capital stock
of any Subsidiary; and
(iv) any cash on any Business Day in any account of the
Borrower or any Subsidiary in excess of the cash reasonably required on
such Business Day to meet the operating needs of the Borrower or any such
Subsidiary.
(c) APPLICATION. Prepayments made pursuant to
Section 2.7(b) shall be applied first to any interest accrued on the principal
amounts being prepaid and second to reduce the outstanding principal amount of
the Working Capital Loans. Any prepayment of the Working Capital Loans made
pursuant to clause (i), (ii) or (iii) of Section 2.7(b) shall be accompanied
by a reduction of the Working Capital Commitment in an amount equal to the
amount of such prepayment. Prepayments made pursuant to clause (iv) of Section
2.7(b) shall not be accompanied by any reduction in the Working Capital
Commitment.
SECTION 2.8 COMPUTATIONS. All computations of
interest shall be made by the Lender on the basis of a year of 360 days,
in each case for the actual number of days
6
(including the first day but excluding the last day) occurring in the period
for which such interest is payable.
ARTICLE III
CONDITIONS OF LENDING
SECTION 3.1 CONDITIONS PRECEDENT TO BORROWINGS. The
obligation of the Lender to make each Loan is subject to (a) receipt of a duly
executed Notice of Borrowing in accordance with Section 2.2 hereof, (b) no
Event of Default arising under Section 4.1 (or an event that, with the
lapse of time, would be an Event of Default under Section 4.1) having occurred
and being continuing, (c) receipt of a duly executed Working Capital Note in
accordance with Section 2.6 hereof, (d) receipt of a duly executed Pledge
Agreement, together with the stock certificates identified therein and undated
stock powers executed in blank, (e) receipt of a duly executed Mortgage,
together with a title policy and survey and (f) receipt of a duly executed
Guaranty Agreement.
ARTICLE IV
COVENANTS
So long as any Working Capital Loan shall remain unpaid or the
Lender shall have any Working Capital Commitment, the Borrower shall:
SECTION 4.1 MAINTENANCE OF NET WORTH. Maintain, as of
the end of each fiscal quarter of the Borrower ending on the dates set forth
below, a Consolidated Net Worth (Deficit) in an amount no less than the amount
set forth opposite the applicable date:
Minimum Consolidated
Quarter Ending Net Worth (Deficit)
-------------- --------------------
June 30, 1997 ($7,500,000)
September 30, 1997 ($7,500,000)
December 31, 1997 ($7,500,000)
March 31, 1998 ($7,000,000)
June 30, 1998 ($7,000,000)
September 30, 1998 ($7,000,000)
7
ARTICLE V
EVENTS OF DEFAULT
SECTION 5.1 EVENT OF DEFAULT. If any of the following events
(each, an "Event of Default") shall occur and be continuing:
(a) The Borrower shall fail to pay any principal of,
or interest on, any Loan when the same becomes due and
payable; or
(b) (i) The Borrower shall generally not pay its debts as such
debts become due, or shall make a general assignment for the benefit of
creditors; (ii) any proceeding shall be instituted by the Borrower seeking to
adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief, or composition of
it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order for
relief or the appointment of a receiver, trustee, or other similar official
for it or for any substantial part of its property; or (iii) there shall be
commenced against the Borrower any proceeding referred in clause (ii) which
results in the entry of an order for relief or any such adjudication or
appointment remains undismissed, undischarged or unbonded for a period of 60
days; or
(c) The Borrower shall fail to perform or observe any term,
covenant or agreement on its part to be performed or observed (other than the
obligations specifically referred to elsewhere in this Section 5.1) in this
Agreement or the other Loan Documents;
(d) The Borrower or any of its Subsidiaries shall: (i) fail
to pay any indebtedness, including but not limited to indebtedness for
borrowed money (other than the payment obligations described in (a) above) of
the Borrower or such Subsidiary, as the case may be, or any interest or
premium thereon, when due (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise) and such failure shall continue after any
applicable grace period; or (ii) fail to perform or observe, and such failure
shall continue after any applicable grace period, any term, covenant or
condition on its part to be performed or observed under any agreement or
instrument relating to any such indebtedness when required to be performed or
observed, if the effect of such failure to perform or observe is to
accelerate, or to permit the acceleration of, after the giving of notice or
passage of time, or both, the maturity of such indebtedness; or any such
indebtedness of the Borrower or any Subsidiary shall be declared to be due and
8
payable, or required to be prepaid other than by a regularly scheduled
required prepayment), prior to the stated maturity thereof;
(e) One or more judgments, decrees or orders for the payment of
money shall be rendered against the Borrower or any Subsidiary of the Borrower
in excess of $50,000 in the aggregate at any one time (not adequately covered
by insurance as to which a solvent and unaffiliated insurance company has
acknowledged coverage) and such judgments, decrees or orders shall continue
unsatisfied and in effect for a period of 30 consecutive days without being
vacated, discharged, satisfied or stayed or bonded pending appeal; or
(f) Any Lien shall be filed of record against the
Borrower or any Subsidiary by the United States of America
or any agency thereof; or
(g) A material adverse change shall have occurred in the
condition (financial or otherwise), operations, assets, business or prospects
of the Borrower or any Subsidiary; or
(h) Xxxxxx X. Xxxxxxxx (or in the event of his incompetence or
death, his estate, heirs, executor, administrator, committee or other personal
representative) shall cease to beneficially own at least a majority of the
voting capital stock of the Borrower.
then in any such event (other than an Event of Default specified in Section
5.1(b)(ii) or (iii)) the Lender (i) may by notice to the Borrower, declare the
obligation of the Lender to make Loans to be terminated, whereupon the same
shall forthwith terminate, and (ii) may by notice to the Borrower, declare the
outstanding Loans, all interest thereon and all other amounts payable under
this Agreement to be forthwith due and payable, and thereupon the outstanding
Loans, all such interest and all such amounts shall become and be forthwith
due and payable, without presentment, demand, protest or further notice of any
kind, all of which are hereby expressly waived by the Borrower. If an Event of
Default occurs under Section 4.1(b)(ii) or (iii), then the obligation of the
Lender to make Loans shall automatically and immediately terminate and the
unpaid principal amount of and any accrued interest on all of the outstanding
Loans automatically shall become due and payable, without presentment, demand,
protest, notice or other requirements of any kind, all of which are hereby
expressly waived by the Borrower.
9
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 AMENDMENTS, ETC. No amendment or waiver of any
provision of this Agreement, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing
and shall be consented to in one or more writings signed by or consented to by
the Lender, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.
SECTION 6.2 NOTICES, ETC. All notices, demands and other
communications provided for hereunder shall be in writing and mailed,
telecopied, or hand delivered:
if to the Borrower, at:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chief Financial Officer
if to the Lender, at:
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chief Financial Officer
or, as to each party, at such other address as shall be designated by such
party in a written notice to the other parties. All such notices and
communications shall be effective (a) when received, if mailed or delivered,
or (b) when transmitted by telecopier, confirmed by voice communication.
SECTION 6.3 NO WAIVER; REMEDIES. No failure on the part of
the Lender to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of
any such right preclude any other or further exercise thereof or the exercise
of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.
SECTION 6.4 COSTS AND EXPENSES. The Borrower agrees to pay
on demand all costs and expenses of the Lender in connection with the
execution and delivery of this Agreement and the other Loan Documents, the
making of the Loans, and enforcement of the Lender's rights hereunder and
under the other Loan Documents, whether in any action, suit or
10
litigation, any bankruptcy, insolvency or other similar proceeding affecting
creditors' rights generally or otherwise (including, without limitation, the
reasonable fees and expenses of counsel for the Lender with respect thereto).
SECTION 6.5 BINDING EFFECT. This Agreement shall become
effective when it shall have been executed by the Borrower and the Lender
and thereafter shall be binding upon and inure to the benefit of the Borrower
and the Lender and their respective successors and permitted assigns, except
that the Borrower shall not have the right to assign its rights hereunder or
any interest herein.
SECTION 6.6 GOVERNING LAW. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York
applicable to instruments made and to be performed entirely within such State.
SECTION 6.7 EXECUTION IN COUNTERPARTS. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.
SECTION 6.8 WAIVER OF JURY TRIAL. THE BORROWER AND THE
LENDER HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT
11
OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective officers thereunto duly authorized, as of
the date first above written.
MERIDIAN SPORTS INCORPORATED, a
Delaware corporation
By:____________________________
Xxxxxx X. Xxxxx
Vice President and Controller
REVLON GROUP INCORPORATED, a
Delaware corporation
By:____________________________
Xxxxx X. Xxxxxx
Senior Vice President-Law and
Secretary
12
EXHIBIT A
PAYMENT OF ALL SUMS DUE UNDER THIS WORKING CAPITAL NOTE IS
SUBJECT TO THAT CERTAIN CREDIT AGREEMENT DATED AS OF MARCH 28, 1997 (THE
"CREDIT AGREEMENT"), BETWEEN MERIDIAN SPORTS INCORPORATED AND REVLON GROUP
INCORPORATED.
WORKING CAPITAL NOTE
$30,000,000 New York, New York
March 28, 1997
FOR VALUE RECEIVED, the undersigned, MERIDIAN SPORTS
INCORPORATED, a Delaware corporation (the "Borrower"), promises to pay to the
order of REVLON GROUP INCORPORATED, a Delaware corporation, (the "Lender"), at
its office at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, or at such other place
as the Lender may designate, in lawful money of the United States of America
and in immediately available funds, the lesser of (i) Thirty Million Dollars
($30,000,000) and (ii) the aggregate unpaid principal amount of the Working
Capital Loans under the Credit Agreement on the dates and in the amounts
specified therein.
Borrower further promises to pay interest on the unpaid principal
amount hereof in accordance with the provisions of the Credit Agreement.
This Working Capital Note is the Working Capital Note described
in, and is subject to the provisions of, the Credit Agreement. Capitalized
terms used in this Working Capital Note but not otherwise defined herein have
the meanings ascribed to them in the Credit Agreement.
The Lender is authorized to endorse on the grid attached hereto
each Working Capital Loan made by the Lender and each payment or prepayment
with respect thereto.
This Working Capital Note shall be construed in accordance with
the laws of the State of New York.
MERIDIAN SPORTS INCORPORATED,
a Delaware corporation
By:____________________________
Xxxxxx X. Xxxxx
Vice President and Controller
A-1
