REVOLVING CREDIT NOTE
$55,000,000 October 28, 1997
FOR VALUE RECEIVED, CENTRAL SPRINKLER COMPANY, a Pennsylvania
corporation (the "Maker"), CENTRAL SPRINKLER CORPORATION, a Pennsylvania
corporation ("CSC"), CENTRAL CASTINGS CORPORATION, an Alabama corporation
("Castings"), CENTRAL CPVC CORPORATION, an Alabama corporation ("CPVC"), and
CENTRAL SPRINKLER EXPORT CORPORATION, a Barbados corporation ("Export") (CSC,
Castings, CPVC, and Export being collectively referred to herein as the
"Co-Makers" and the Maker and the Co-Makers being collectively referred to
herein as the "Makers"), jointly and severally promise to pay to the order of
CORESTATES BANK, N.A., a national banking association in its capacity as Agent
for CORESTATES BANK, N.A., LaSALLE NATIONAL BANK, and NATIONAL CITY BANK OF
PENNSYLVANIA as the Lenders in accordance with their respective Commitment
Percentage under the Credit Agreement (in such capacity as Agent, the "Payee")
the principal sum of Fifty-Five Million Dollars ($55,000,000) or such greater
or lesser amount as shall be shown on the records of the Payee as the unpaid
principal balance of this Note, in lawful money of the United States of America,
(i) on the sooner of: (A) the Termination Date; or (B) upon written demand by
Payee after the occurrence of any Event of Default; or (ii) immediately and
automatically upon the occurrence of any Event of Default as defined and
described in Sections 7.1(e) or 7.1(f) of the Credit Agreement, with interest,
on the terms and conditions described below.
1. Interest.
(a) The Makers also promise to pay interest on the Advances
evidenced by this Note at the rates and times provided in Section 2.3 of the
Credit Agreement.
(b) Interest shall be due and payable hereunder as follows:
(i) with respect to Base Rate Loans evidenced by this
Note, interest shall be payable monthly commencing on November 1, 1997,
and continuing on the same day each month thereafter until the
Termination Date; and
(ii) with respect to LIBOR Loans evidenced by this
Note, at the expiration of the LIBOR Period applicable thereto;
provided, however, for LIBOR Loans having a LIBOR Period in excess of
three (3) months, interest shall be payable at the expiration of each
three (3) month period during the LIBOR Period and at the expiration of
the LIBOR Period.
2. Default Rate. Notwithstanding the provisions of Paragraph 1
hereof, upon the occurrence of any Default or Event
1
of Default, this Note shall immediately and automatically begin to bear interest
at the Default Rate.
3. Post-Judgment Interest. The interest rates provided in this
Note shall apply to the indebtedness evidenced hereby before, on and after the
date or dates on which the Payee enters judgment on this Note.
4. Prepayments. The prepayment of principal on this Note shall
be governed by Section 2.13 of the Credit Agreement.
5. Loan Agreement. This Note is the Revolving Credit Note
referred to in Section 2.2 of the Credit Agreement dated the date hereof by and
among the Makers, the Payee, and the Lenders identified therein (as that Credit
Agreement may be modified, amended, supplemented, or restated from time to time,
the "Credit Agreement"). This Note is issued to the Agent for the pro-rata
benefit of the Lenders in accordance with each Lender's Commitment Percentage
pursuant to the Credit Agreement. This Note is issued subject to the terms and
conditions of the Credit Agreement and is entitled to all the benefits contained
in the Credit Agreement. Any capitalized terms used herein that are not defined
herein, but which are defined in the Credit Agreement, shall have the meanings
given to such terms in the Credit Agreement. The Credit Agreement is
incorporated herein by reference thereto.
6. Security. This Note is secured by those properties, assets
and other rights in which liens, security interests, pledges, and assignments
are granted under and pursuant to the Security Agreement and other Security
Documents. This Note is issued subject to terms and conditions of, and is
entitled to all of the rights, remedies, and benefits contained in, the Credit
Agreement, the Security Documents, and all other Loan Documents.
7. Events of Default; Rights, Remedies.
(a) On the occurrence of any Event of Default, Payee may
exercise any and all rights and remedies set forth in the Loan Documents or
otherwise available under applicable law.
THE FOLLOWING PARAGRAPH SETS FORTH A WARRANT OF ATTORNEY TO CONFESS JUDGMENT
AGAINST THE MAKERS. IN GRANTING THIS WARRANT OF ATTORNEY TO CONFESS JUDGMENT
AGAINST THE MAKERS, EACH OF THE MAKERS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY,
AND, ON THE ADVICE OF COUNSEL, UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS EACH OF
THE MAKERS MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE
RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES AND THE COMMONWEALTH OF
PENNSYLVANIA.
(b) AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT, EACH OF
THE MAKERS AUTHORIZES AND EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD OF
PENNSYLVANIA OR ELSEWHERE TO APPEAR FOR AND
2
ENTER JUDGMENT AGAINST THEM FOR THE UNPAID PRINCIPAL AMOUNT OF THIS NOTE,
TOGETHER WITH ALL ACCRUED, UNPAID INTEREST AND LATE CHARGES THEREON (THE
"DEBT"), PLUS COSTS OF SUIT AND ATTORNEYS' FEES IN AN AMOUNT EQUAL TO THREE
PERCENT (3%) OF THE DEBT, WITH OR WITHOUT DECLARATION OR STAY OF EXECUTION, AND
WITH RELEASE OF ERRORS, FOR WHICH THIS NOTE OR A COPY HEREOF SHALL SERVE AS A
SUFFICIENT WARRANT. THIS POWER TO ENTER JUDGMENT BY CONFESSION SHALL NOT BE
EXHAUSTED BY ANY EXERCISE AND SHALL CONTINUE UNTIL FULL PAYMENT OF ALL AMOUNTS
DUE UNDER THIS NOTE. TO THE EXTENT THE ATTORNEYS' FEES AND OTHER COSTS AND
EXPENSES DEMANDED BY PAYEE FROM ANY OF THE MAKERS UNDER SECTIONS 9.3 OR 9.4 OF
THE CREDIT AGREEMENT EXCEED THREE PERCENT (3%) OF THE DEBT, EACH OF THE MAKERS
HEREBY AUTHORIZES PAYEE TO PETITION THE COURT FOR AN AWARD OF ADDITIONAL FEES
AND EXPENSES AND EACH OF THE MAKERS AGREES NOT TO OPPOSE SUCH PETITION.
8. Joint and Several Obligation. All references herein to the
"Makers" shall be deemed to refer to each and every person defined herein as one
of the "Makers" individually, and to all of them, collectively, jointly and
severally, as though each were named whenever the term "Makers" is used, and
this Note shall be a joint and several obligation of all of them.
9. Waivers. The Makers and all guarantors of and sureties for
this Note waive presentment for payment, demand, notice of dishonor, protest,
and notice of protest with regard to this Note, all errors, defects and
imperfections in any proceedings instituted by Payee under the terms of this
Note, or of the Credit Agreement, and all benefit that might accrue to the
Makers by virtue of any present or future laws exempting any property, real or
personal, or any part of the proceeds arising from any sale of any such
property, from attachment, levy, or sale under execution, or providing for any
stay of execution, exemption from civil process, or extension of time for
payment; and Makers agree that any real estate that may be levied upon pursuant
to a judgment obtained by virtue hereof, on any writ of execution issued
thereon, may be sold upon any such writ in whole or in part in any order desired
by Xxxxx.
10. Unconditional Liability. Makers and all endorsers,
sureties and guarantors hereby jointly and severally waive all other notices in
connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and they agree that the liability of each of them
shall be unconditional, without regard to the liability of any other party, and
shall not be affected in any manner by any indulgence, extension of time,
renewal, waiver or modification granted or consented to by Payee, and consent to
any and all extensions of time, renewals, waivers, or modifications that may be
granted by Payee with respect to the payment or other provisions of this Note,
and to the release of any part of any of the Collateral, with or without
substitution, and agree that additional makers, endorsers, guarantors, or
sureties may become
3
parties hereto without notice to them or affecting their
liability hereunder.
11. Construction. This Note shall be construed and enforced in
accordance with the domestic, internal law, but not the law of conflict of laws,
of the Commonwealth of Pennsylvania.
12. Severability. Any provision contained in this Note which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
4
13. Successors and Assigns. The provisions of this Note shall
bind and inure to the benefit of Makers and Xxxxx and their respective
successors and permitted assigns.
IN WITNESS WHEREOF, Makers, intending to be legally bound
hereby, have caused this Note to be duly executed the day and year first above
written.
CENTRAL SPRINKLER CORPORATION
By /s/ Xxxxxx X. Xxxxx
-------------------------------
Xxxxxx X. Xxxxx,
Vice President of Finance
and Administration
CENTRAL SPRINKLER COMPANY
By /s/ Xxxxxx X. Xxxxx
-------------------------------
Xxxxxx X. Xxxxx,
Vice President of Finance
and Administration
CENTRAL CASTINGS CORPORATION
By /s/ Xxxxxx X. Xxxxx
-------------------------------
Xxxxxx X. Xxxxx,
Vice President of Finance
and Administration
CENTRAL CPVC CORPORATION
By /s/ Xxxxxx X. Xxxxx
-------------------------------
Xxxxxx X. Xxxxx,
Vice President of Finance
and Administration
CENTRAL SPRINKLER EXPORT
CORPORATION
By /s/ Xxxxxx X. Xxxxx
-------------------------------
Xxxxxx X. Xxxxx,
Vice President of Finance
and Administration
5
COMMONWEALTH OF PENNSYLVANIA :
:ss.
COUNTY OF XXXXXXX :
On this 28th day of October, 1997, before me, a notary public,
the undersigned officer, personally appeared XXXXXX X. XXXXX, who acknowledged
himself to be the Vice President of Finance and Administration of CENTRAL
SPRINKLER CORPORATION, a Pennsylvania corporation, and that he as such officer,
being authorized to do so, executed the foregoing instrument for the purposes
therein contained by signing the name of the corporation by himself as such
officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.
/s/ Xxxxxxx Xxxxxxx
----------------------------------
Notary Public
NOTARIAL SEAL
XXXXXXX X. XXXXXXX, Notary Public
Xxxxx, Xxxxxxx County
My Commission Expires Nov. 2, 1998
COMMONWEALTH OF PENNSYLVANIA :
:ss.
COUNTY OF XXXXXXX :
On this 28th day of October, 1997, before me, a notary public,
the undersigned officer, personally appeared XXXXXX X. XXXXX, who acknowledged
himself to be the Vice President of Finance and Administation of CENTRAL
SPRINKLER COMPANY, a Pennsylvania corporation, and that he as such officer,
being authorized to do so, executed the foregoing instrument for the purposes
therein contained by signing the name of the corporation by himself as such
officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.
/s/ Xxxxxxx Xxxxxxx
----------------------------------
Notary Public
NOTARIAL SEAL
XXXXXXX X. XXXXXXX, Notary Public
Xxxxx, Xxxxxxx County
My Commission Expires Nov. 2, 1998
6
COMMONWEALTH OF PENNSYLVANIA :
:ss.
COUNTY OF XXXXXXX :
On this 28th day of October, 1997, before me, a notary public,
the undersigned officer, personally appeared XXXXXX X. XXXXX, who acknowledged
himself to be the Vice President of Finance and Administration of CENTRAL CPVC
CORPORATION, an Alabama corporation, and that he as such officer, being
authorized to do so, executed the foregoing instrument for the purposes therein
contained by signing the name of the corporation by himself as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.
/s/ Xxxxxxx Xxxxxxx
----------------------------------
Notary Public
NOTARIAL SEAL
XXXXXXX X. XXXXXXX, Notary Public
Xxxxx, Xxxxxxx County
My Commission Expires Nov. 2, 1998
COMMONWEALTH OF PENNSYLVANIA :
:ss.
COUNTY OF XXXXXXX :
On this 28th day of October, 1997, before me, a notary public,
the undersigned officer, personally appeared XXXXXX X. XXXXX, who acknowledged
himself to be the Vice President of Finance and Administration of CENTRAL
CASTINGS CORPORATION, an Alabama corporation, and that he as such officer, being
authorized to do so, executed the foregoing instrument for the purposes therein
contained by signing the name of the corporation by himself as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.
/s/ Xxxxxxx Xxxxxxx
----------------------------------
Notary Public
NOTARIAL SEAL
XXXXXXX X. XXXXXXX, Notary Public
Xxxxx, Xxxxxxx County
My Commission Expires Nov. 2, 1998
7
COMMONWEALTH OF PENNSYLVANIA :
:ss.
COUNTY OF XXXXXXX :
On this 28th day of October, 1997, before me, a notary public,
the undersigned officer, personally appeared XXXXXX X. XXXXX, who acknowledged
himself to be the Vice President of Finance and Administration of CENTRAL
SPRINKLER EXPORT CORPORATION, a Barbados corporation, and that he as such
officer, being authorized to do so, executed the foregoing instrument for the
purposes therein contained by signing the name of the corporation by himself as
such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.
/s/ Xxxxxxx Xxxxxxx
----------------------------------
Notary Public
NOTARIAL SEAL
XXXXXXX X. XXXXXXX, Notary Public
Xxxxx, Xxxxxxx County
My Commission Expires Nov. 2, 1998
8
