Amended and Restated
Revolving Credit Note
$9,500,000 Knoxville, Tennessee
April 30, 1996
FOR VALUE RECEIVED, PLASTI-LINE, INC., XXXXXX-XXXX, INC. and AMERICAN SIGN
AND MARKETING SERVICES, INC., each a Tennessee corporation (collectively, the
"Borrower"), hereby promise, jointly and severally, to pay to the order of
NATIONAL CITY BANK, KENTUCKY, a national banking association (the "Bank"), at
the office of SunTrust Bank, East Tennessee, N.A., as Loan Administrator (the
"Loan Administrator"), at 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, on the
dates provided in the Credit Agreement dated as of the date hereof among the
Borrower, the Loan Administrator and the Banks described therein (the "Credit
Agreement"), but in no event later than the Commitment Termination Date, in
lawful money of the United States of America, in immediately available funds,
the principal amount of NINE MILLION FIVE HUNDRED THOUSAND DOLLARS ($9,500,000)
or, if less than such principal amount, the aggregate unpaid principal amount of
the Loans (as defined in the Credit Agreement) made by the Bank to the Borrower
pursuant to the Credit Agreement, and to pay interest from the date hereof on
the unpaid principal amount hereof, in like money, at said office, on the dates
and at the rates selected in accordance with Article I of the Credit Agreement.
Capitalized terms used herein, but not defined herein, shall have the meanings
set forth in the Credit Agreement.
The Borrower promises to pay interest, payable on demand, on any overdue
principal and, to the extent permitted by law, overdue interest from their due
dates at a rate or rates determined as set forth in the Credit Agreement.
The Borrower hereby waives diligence, presentment, demand, protest and
notice of any kind whatsoever. The nonexercise by the holder of any of its
rights hereunder in any particular instance shall not constitute a waiver
thereof in that or any subsequent instance.
All borrowings evidenced by this Note and all payments and prepayments of
the principal hereof and interest hereon and the respective dates thereof shall
be evidenced by the books and records of the Loan Administrator and the Bank.
This Note is one of the Notes referred to in the Credit Agreement which,
among other things, contains provisions for the acceleration of the maturity
hereof upon the happening of certain events, for optional prepayment of the
principal hereof prior to the maturity thereof and for the amendment or waiver
of certain provisions of the Credit Agreement, all upon the terms and conditions
therein specified. This Note shall be construed in
accordance with and governed by the laws of the State of Tennessee. This Note
amends and restates (a) the Amended and Restated Revolving Credit Note dated
February 29, 1996 made by Plasti-Line payable to SunTrust in the principal
amount of $3,000,000 and (b) the Amended and Restated Revolving Credit Note
dated November 2, 1995 made by Plasti-Line payable to SunTrust in the principal
amount of $16,000,000.
IN WITNESS WHEREOF, the parties hereto have caused this Note to be duly
executed by their duly authorized officers as of the day and year first above
written.
PLASTI-LINE, INC.
By: /s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx
Title: Vice President-Finance
XXXXXX-XXXX, INC.
By: /s/ Xxxx X. Xxxxxxxx
Title: Secretary - Xxxxxxxx
AMERICAN SIGN AND MARKETING
SERVICES, INC.
By: /s/ Xxxx X. Xxxxxxxx
Title: Secretary
U:\SUNTRUST\PL\NOTE.NCB
