Exhibit 10.45
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SWING LINE NOTE
New York, New York
January 8, 1997
$5,000,000
FOR VALUE RECEIVED, Coinmach Corporation, a Delaware corporation
("Borrower"), promises to pay to BANKERS TRUST COMPANY or its registered assigns
("Payee"), on or before December 23, 2002, the lesser of (x) FIVE MILLION
DOLLARS ($5,000,000) or (y) the unpaid principal amount of all advances made by
Payee to the Company as Swing Line Loans under the Credit Agreement referred to
below.
The Company also promises to pay interest on the unpaid principal amount
hereof from the date hereof until paid in full at the rates and at the times
which shall be determined in accordance with the provisions of the Credit
Agreement dated as of January 8, 1997 (said agreement, as it may hereafter be
amended, modified or supplemented, the "Credit Agreement"; capitalized terms
used herein and not otherwise defined have the meanings assigned to such terms
in the Credit Agreement) among Borrower, Coinmach Laundry Corporation, the
Lenders named therein, First Union National Bank of North Carolina, as
Syndication Agent, Xxxxxx Commercial Paper Inc., as Documentation Agent, and
Bankers Trust Company, as Administrative Agent.
This Note is the Company's Swing Line Note and is issued pursuant to and
entitled to the benefits of the Credit Agreement to which reference is hereby
made for a more complete statement of the terms and conditions under which the
Swing Line Loan evidenced hereby was made and is to be repaid.
All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds to
Bankers Trust Company, as Administrative Agent, at its office located at Xxx
Xxxxxxx Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, or at such other place as shall be
designated in writing for such purpose in accordance with the terms of the
Credit Agreement. Until notified in writing of the transfer of this Note and
the recordation thereof in the Register, the Company and the Administrative
Agent shall be entitled to deem Payee or such person in whose name this Note is
registered in the Register as the holder of this Note, as the owner and holder
of this Note. Each of Payee and any subsequent holder of this Note agrees, by
its acceptance hereof, that before disposing of this Note or any part hereof it
will make a notation hereon of all principal payments previously made hereunder
and of the date to which interest hereon has been paid; provided that the
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failure to make (or any error in the making of) a notation of any payment made
on this Note shall not limit or otherwise affect the obligation of the Company
hereunder with respect to payments of principal or interest on this Note.
Page 2
This Note is subject to mandatory prepayment as provided in the Credit
Agreement.
THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS.
Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued by unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.
The terms of this Note are subject to amendment only in the manner provided
in the Credit Agreement.
The registration of assignment or other transfer of all or part of this
Note shall be recorded by the Administrative Agent on the Register only upon the
acceptance by such Agent of a properly executed and delivered Registered
Transfer Supplement. Coincident with the delivery of such Registered Transfer
Supplement to the Administrative Agent for acceptance and registration of
assignment or sale of all or part of the Swing Line Loan, or as soon thereafter
as practicable, the assigning or transferor Lender shall surrender this Note,
and thereupon one or more new Swing Line Notes in the same aggregate principal
amount shall be issued to the assigning or transferor Lender and/or the new
Lender.
The Company promises to pay all costs and expenses including attorneys'
fees, all as provided in subsection 3.01 of the Credit Agreement, incurred in
the collection and enforcement of this Note. The Company and endorsers of this
Note hereby waive diligence, presentment, protest, demand and notice of every
kind and, to the full extent permitted by law, the right to plead any statute of
limitations as a defense to any demand hereunder.
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IN WITNESS WHEREOF, the Company has caused this Note to be executed and
delivered by its duly authorized officer, as of the day and year and at the
place first above written.
COINMACH CORPORATION
/s/ XXXXXX X. XXXXX
By:__________________________________
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
TRANSACTIONS ON SWING LINE NOTE
Amount of Outstanding
Type of Amount of Principal Principal
Loan Made Loan Made Paid Balance Notation
Date This Date This Date This Date This Date Made By
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