REVOLVING CREDIT NOTE
$10,000,000 New York, New York
January 6, 1997
This 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 6, 1997 (as 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") and
BATTERY ACQUISITION CORP., a corporation organized under the laws of the State
of New York ("BAC") (BATS, TEI, AFA, SEC, BN, WSBS and BAC, 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 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.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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V/P COO and CEO of each of the
foregoing corporations
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XXXXX XX XXX XXXX )
: ss.:
COUNTY OF NEW YORK )
On the 6th day of January, 1997, before me personally came
Xxxxxx X. Xxxxx, to me known, who being by me duly sworn, did depose
and say that he is the VP-CFO-COO 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. and
Battery Acquisition Corp., 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.
/s/ Xxxx X. Xxxxxxx
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Notary Public
XXXX X. XXXXXXX
NOTARY PUBLIC, STATE OF NEW YORK
NO 02VA5049635
QUALIFIED IN NASSAU COUNTY
COMMISSION EXPIRES 9/18/97
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