1
EXHIBIT 10.12
REVOLVING CREDIT NOTE
$10,000,000.00 September 15, 1997
1. FOR VALUE RECEIVED, PACKAGED ICE, INC., a Texas corporation
("BORROWER"), hereby unconditionally promises to pay to the order of ZIONS
FIRST NATIONAL BANK, a national banking association ("PAYEE"), at the Agent's
Lending Office (as defined in the Credit Agreement defined below), the sum of
TEN MILLION AND NO/100 DOLLARS ($10,000,000.00) (or, if less, so much thereof
as may be advanced), in lawful money of the United States of America.
Capitalized terms not defined herein shall have the meaning assigned to those
terms in the Credit Agreement referred to below.
2. The unpaid principal amount of, and accrued unpaid interest
on, this Note is payable in accordance with the Credit Agreement (defined in
Section 5 below).
3. The unpaid principal balance advanced and outstanding
hereunder shall bear interest from the date of advance until maturity at the
rate per annum provided in the Credit Agreement that is selected by Borrower
pursuant to the Credit Agreement. The interest rate specified in this section
is subject to adjustment under the circumstances described in the Credit
Agreement. Interest shall be computed in the manner provided in the Credit
Agreement.
4. Notwithstanding any provision contained in this Note or any
other document executed or delivered in connection with this Note or in
connection with the Credit Agreement, Payee shall never be deemed to have
contracted for or be entitled to receive, collect or apply as interest on this
Note, any amount in excess of the maximum rate of interest permitted to be
charged by applicable law, and, if Payee ever receives, collects or applies as
interest any such excess, then the amount that would be excessive interest
shall be applied to reduce the unpaid principal balance of this Note, and, if
the principal balance of this Note is paid in full by that application, then
any remaining excess shall promptly be paid to Borrower. In determining
whether the interest paid or payable under any specific contingency exceeds the
highest lawful rate, Borrower and Payee shall, to the maximum extent permitted
under applicable law, (i) characterize any non-principal payment (other than
payments expressly designated as interest payments hereunder) as an expense or
fee rather than as interest, (ii) exclude voluntary prepayments and the effect
thereof, and (iii) spread the total amount of interest throughout the entire
contemplated term of this Note so that the interest rate is uniform throughout
that term.
5. This Note has been executed and delivered pursuant to that
certain Credit Agreement (the "CREDIT AGREEMENT"), dated as of September 15,
1997, executed by and between Xxxxxxxx, The Frost National Bank, as Agent
("AGENT"), Payee, and the Banks defined therein, and is one of the "Revolving
Credit Notes" referred to therein, and the holder of this Note is entitled to
the benefits provided in the Credit Agreement. Reference is hereby made to the
Credit Agreement for a statement of (i) the obligation of Payee to advance
funds hereunder, (ii) the prepayment rights and obligations of Xxxxxxxx, and
(iii) the events on which the maturity of this Note may be accelerated.
6. If the principal of, or any installment of interest on, this
Note becomes due and payable on a day other than a Business Day, then the
maturity thereof shall be extended to the next succeeding Business Day. If
this Note, or any installment or payment due hereunder, is not paid when due,
whether at maturity or by acceleration, or if it is collected through a
bankruptcy, probate or other court, whether before or after maturity, then
Borrower shall pay all costs of collection, including, but not limited to,
attorney's fees
XXXXX REVOLVING CREDIT NOTE
2
incurred by the holder of this Note. All past due principal of, and to the
extent permitted by applicable law, interest on this Note shall bear interest
until paid at the rate provided in the Credit Agreement.
7. Borrower and all sureties, endorsers, guarantors and other
parties ever liable for payment of any sums payable pursuant to the terms of
this Note, jointly and severally waive demand, presentment for payment,
protest, notice of protest, notice of acceleration, notice of intent to
accelerate, diligence in collection, the bringing of any suit against any party
and any notice of or defense on account of any extensions, renewals, partial
payments or changes in any manner of or in this Note or in any of its terms,
provisions and covenants, or any releases or substitutions of any security, or
any delay, indulgence or other act of any trustee or any holder hereof, whether
before or after maturity.
8. All Advances made by Xxxxx, the respective Interest Periods
thereof (if applicable), and all repayments of the principal thereof shall be
recorded by Xxxxx and, before any transfer hereof, endorsed by Payee on the
schedule attached hereto, or on a continuation of the schedule attached to and
a part hereof, provided that the failure of Payee to record any endorsement
shall not affect the obligation of Borrower hereunder or under the Credit
Agreement.
9. This Note is being executed and delivered, and is intended to
be performed in the State of Texas. Except to the extent that the laws of the
United States may apply to the terms hereof, the substantive laws of the State
of Texas shall cover the validity, construction, enforcement and interpretation
of this Note.
BORROWER:
PACKAGED ICE, INC., a Texas corporation
By:
------------------------------------
Xxxxx X. Xxxxxx, Chief Executive Officer
2
ZIONS REVOLVING CREDIT NOTE
3
SCHEDULE
--------------------------------------------------------------------------------
Date Advance Principal Payment Balance
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
3
ZIONS REVOLVING CREDIT NOTE
