REVOLVING NOTE
Exhibit
10.33
$10,000,000 |
April
6,
2007
|
For
value
received, the undersigned, AIRGATE INTERNATIONAL CORPORATION, a New York
corporation, AIRGATE INTERNATIONAL CORPORATION (CHICAGO), an Illinois
corporation, and PARADIGM INTERNATIONAL, INC., a Florida corporation
(collectively and individually the “Borrowers”), hereby jointly and severally
promise to pay ON DEMAND, and if demand is not made, then as provided in the
Credit Agreement (defined below), to the order of XXXXX FARGO BANK, NATIONAL
ASSOCIATION (the “Lender”), acting through its Xxxxx Fargo Business Credit
operating division, on the Termination Date referenced in the Credit and
Security Agreement dated the same date as this Revolving Note that was entered
into by the Lender and the Borrowers (as amended from time to time, the “Credit
Agreement”), at Lender’s office located at 000 Xxxx 00xx
Xxxxxx,
00xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, or at any other place designated at any time by the
holder hereof, in lawful money of the United States of America and in
immediately available funds, the principal sum of Ten Million Dollars
($10,000,000) or the aggregate unpaid principal amount of all Revolving Advances
made by the Lender to the Borrowers under the Credit Agreement, together with
interest on the principal amount hereunder remaining unpaid from time to time,
computed on the basis of the actual number of days elapsed and a 360-day year,
from the date hereof until this Revolving Note is fully paid at the rate from
time to time in effect under the Credit Agreement.
This
Revolving Note is the Revolving Note referenced in the Credit Agreement, and
is
subject to the terms of the Credit Agreement, which provides, among other
things, for acceleration hereof. Principal and interest due hereunder shall
be
payable as provided in the Credit Agreement, and this Revolving Note may be
prepaid only in accordance with the terms of the Credit Agreement. This
Revolving Note is secured, among other things, pursuant to the Credit Agreement
and the Security Documents as therein defined, and may now or hereafter be
secured by one or more other security agreements, mortgages, deeds of trust,
assignments or other instruments or agreements.
This
Note
is issued pursuant, and is subject, to the Credit Agreement, which provides,
among other things, for acceleration hereof. This Note is the Revolving Note
referred to in the Credit Agreement. This Note is secured, among other things,
pursuant to the Credit Agreement and the Security Documents as therein defined,
and may now or hereafter be secured by one or more other security agreements,
mortgages, deeds of trust, assignments or other instruments or
agreements.
The
Borrowers shall pay all costs of collection, including reasonable attorneys’
fees and legal expenses if this Revolving Note is not paid when due, whether
or
not legal proceedings are commenced.
REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK
Presentment
or other demand for payment, notice of dishonor and protest are expressly
waived.
AIRGATE INTERNATIONAL CORPORATION | ||
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By: | /s/ Xxxxx Xxxxxx | |
Name: Xxxxx Xxxxxx |
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Title: President |
AIRGATE INTERNATIONAL CORPORATION (CHICAGO) | ||
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By: | /s/ Xxxxx Xxxxxx | |
Name: Xxxxx Xxxxxx |
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Title: Vice President |
PARADIGM INTERNATIONAL, INC. | ||
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By: | /s/ Xxxxx Xxxxxx | |
Name: Xxxxx Xxxxxx |
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Title: Vice President |