Exhibit 10 (zz)
REVOLVING CREDIT NOTE
$10,000,000.00 Date: _________ __, 1998
FOR VALUE RECEIVED, the undersigned (hereinafter, together with their
respective successors in title and assigns, collectively called the
"Borrowers"), by this promissory note (hereinafter, together with the Schedule
annexed hereto, called "this Note"), absolutely and unconditionally, and jointly
and severally, promise to pay to the order of State Street Bank and Trust
Company (hereinafter, together with its successors in title and assigns, called
the "Lender"), the principal sum of Ten Million and 00/100 Dollars
($10,000,000.00), or so much thereof as shall have been advanced by the Lender
to the Borrowers by way of Revolving Loans under the Loan Agreement (as
hereinafter defined) and shall remain outstanding, such payment to be made as
hereinafter provided, and to pay interest on the principal sum outstanding
hereunder from time to time from the date hereof until the said principal sum or
the unpaid portion thereof shall have become due and payable as hereinafter
provided.
Capitalized terms used herein without definition shall have the meaning set
forth in the Loan Agreement.
The unpaid principal (not at the time overdue) under this Note shall bear
interest at the rate or rates from time to time in effect under the Loan
Agreement. Accrued interest on the unpaid principal under this Note shall be
payable on the dates specified in the Loan Agreement.
On February 28, 2000, the date of the final maturity of this Note, there
shall become absolutely due and payable by the Borrowers hereunder, and the
Borrowers hereby jointly and severally promise to pay to the Lender, the balance
(if any) of the principal hereof then remaining unpaid, all of the unpaid
interest accrued hereon and all (if any) other amounts payable on or in respect
of this Note or the indebtedness evidenced hereby.
Each overdue amount (whether of principal, interest or otherwise) payable
on or in respect of this Note or the indebtedness evidenced hereby shall (to the
extent permitted by applicable law) bear interest at the rates and on the terms
provided by the Loan Agreement. The unpaid interest accrued on each overdue
amount in accordance with the foregoing terms of this paragraph shall become and
be absolutely due and payable by the Borrowers to the Lender on demand by the
Lender. Interest on each overdue amount will continue to accrue as provided by
the foregoing terms of this paragraph, and will (to the extent permitted by
applicable law) be compounded daily until the obligations of the Borrowers in
respect of the payment of such overdue amount shall be discharged (whether
before or after judgment).
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Each payment of principal, interest or other sum payable on or in respect
of this Note or the indebtedness evidenced hereby shall be made by the Borrowers
directly to the Lender in United States dollars, at the address of the Lender
set forth in the Loan Agreement, on the due date of such payment, and in
immediately available and freely transferable funds. All payments on or in
respect of this Note or the indebtedness evidenced hereby shall be made without
set-off or counterclaim and free and clear of and without any deductions,
withholdings, restrictions or conditions of any nature.
This Note is made and delivered by the Borrowers to the Lender pursuant to
the Loan Agreement, dated as of __________ __, 1998, by and among the Borrowers
and the Lender (hereinafter, as originally executed, and as now or hereafter
varied or supplemented or amended and restated, called the "Loan Agreement").
This Note evidences the joint and several obligations of the Borrowers (a) to
repay the principal amount of the Revolving Loans made by the Lender to the
Borrowers pursuant to the Loan Agreement; (b) to pay interest, as herein and
therein provided, on the principal amount hereof remaining unpaid from time to
time; and (c) to pay other amounts which may become due and payable hereunder or
thereunder as herein and therein provided.
The Borrowers will have the right to prepay the unpaid principal of this
Note in full or in part upon the terms contained in the Loan Agreement. The
Borrowers will have an obligation to prepay principal of this Note from time to
time if and to the extent required under, and upon the terms contained in, the
Loan Agreement. Any partial payment of the indebtedness evidenced by this Note
shall be applied in accordance with the terms of the Loan Agreement.
Pursuant to and upon the terms contained in Section 6 of the Loan
Agreement, the entire unpaid principal of this Note, all of the interest accrued
on the unpaid principal of this Note and all (if any) other amounts payable on
or in respect of this Note or the indebtedness evidenced hereby may be declared
to be immediately due and payable, whereupon the entire unpaid principal of this
Note, all of the interest accrued on the unpaid principal of this Note and all
(if any) other amounts payable on or in respect of this Note or the indebtedness
evidenced hereby shall (if not already due and payable) forthwith become and be
due and payable to the Lender without presentment, demand, protest or any other
formalities of any kind, all of which are hereby expressly and irrevocably
waived by the Borrowers, excepting only for notice expressly provided for in the
Loan Agreement.
All computations of interest payable as provided in this Note shall be
computed by the Lender daily on the basis of a 360 day year and paid for the
actual number of days for which due. The interest rate in effect from time to
time shall be determined in accordance with the terms of the Loan Agreement.
Should all or any part of the indebtedness represented by this Note be
collected by action at law, or in bankruptcy, insolvency, receivership or other
court proceedings, or should this Note be placed in the hands of attorneys for
collection after default, the
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Borrowers hereby jointly and severally promise to pay to the holder of this
Note, upon demand by the holder hereof at any time, in addition to principal,
interest and all (if any) other amounts payable on or in respect of this Note or
the indebtedness evidenced hereby, all court costs and attorneys' fees and all
other collection charges and expenses reasonably incurred or sustained by the
holder of this Note.
The Borrowers hereby irrevocably waive notice of acceptance, presentment,
notice of nonpayment, protest, notice of protest, suit and all other conditions
precedent in connection with the delivery, acceptance, collection and/or
enforcement of this Note or any collateral or security therefor, except for
notices expressly provided for in the Loan Agreement. The Borrowers hereby
absolutely and irrevocably consent and submit to the jurisdiction of the courts
of the Commonwealth of Massachusetts and of any federal court located in Suffolk
County in the said Commonwealth in connection with any actions or proceedings
brought against the Borrowers by the holder hereof arising out of or relating to
this Note.
This Note is intended to take effect as a sealed instrument. This Note and
the obligations of the Borrowers hereunder shall be governed by and interpreted
and determined in accordance with the laws of the Commonwealth of Massachusetts
without regard to its law relating to choice of law.
Each of the Borrowers shall be jointly and severally liable for the full
amount owing under this Note.
IN WITNESS WHEREOF, this REVOLVING CREDIT NOTE has been duly executed by
the undersigned on the day and in the year first above written in Boston,
Massachusetts.
STARMET CORPORATION
By:
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Name:
Title:
STARMET POWDERS, LLC
By:
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Name:
Title:
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STARMET AEROCAST, LLC
By:
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Name:
Title:
STARMET COMMERCIAL CASTINGS, LLC
By:
------------------------------
Name:
Title:
STARMET NMI CORPORATION
By:
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Name:
Title:
STARMET CMI CORPORATION
By:
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Name:
Title:
STARMET HOLDINGS CORPORATION
By:
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Name:
Title:
NMI FOREIGN SALES CORPORATION
By:
------------------------------
Name:
Title:
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SCHEDULE TO REVOLVING CREDIT NOTE
DATE AMOUNT TYPE OF LOAN INTEREST INTEREST AMOUNT PAID NOTATION
OF LOAN (PRIME RATE RATE* PERIOD** MADE BY
OR LIBOR)
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* For Prime Rate Loans, insert "Prime Rate"
For Libor Loans, insert "Libor Loan Rate"
** For Libor Loans only
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