EXHIBIT 10.32
REVOLVING NOTE
U.S.$50,000,000.00 Dated: November 20, 1998
FOR VALUE RECEIVED, the undersigned, XXXXXX XXXXXX, INC., a
Delaware corporation (the "Borrower"), hereby unconditionally promises to pay on
the Maturity Date to the order of NATIONSBANK, N.A. (the "Lender"), and its
successors and assigns, the principal amount of the lesser of (x) FIFTY MILLION
UNITED STATES DOLLARS ($50,000,000.00) and (y) the aggregate amount of Revolving
Loans made by the Lender to the Borrower pursuant to the Agreement (as
hereinafter defined) and remaining outstanding on such date. Capitalized terms
used (but not defined) in this Revolving Note shall have the meanings given to
them in the Agreement (as hereinafter defined).
The Borrower promises to pay interest from the initial Funding
Date of such Revolving Loans until the Maturity Date on the principal amount of
this Revolving Note from time to time outstanding at the rate, and in the
manner, prescribed in the Agreement. Any principal amount of, or any interest
accrued on, this Revolving Note which is not paid on the date due shall bear
interest from such due date until paid in full at the Default Rate. In no event
shall the rate of interest borne by this Revolving Note at any time exceed the
maximum rate of interest permitted at that time under applicable law.
Payments of the principal amount of and interest on this
Revolving Note shall be made in lawful money of the United States of America to
the Lending Office of the Agent on behalf of the Lender as provided in the
Agreement.
This Revolving Note is one of the Revolving Notes referred to
in the Revolving Credit Agreement, dated as of November 20, 1998 (as the same
may from time to time be amended, modified or supplemented, the "Agreement"),
between the Lender, the other lenders from time to time a party thereto, if any,
the Borrower and NationsBank, N.A., as Agent. The Lender is entitled to the
rights and benefits of the Agreement and the other Credit Documents, and the
Agent, for the benefit of the Lender, is entitled to the benefits provided under
the Borrower Security Agreement, the Subsidiary Security Agreements, any Pledge
Agreement and the Subsidiary Guarantee. The Agreement, among other things,
contains provisions for optional and mandatory prepayments on account of the
principal of this Revolving Note by the Borrower and for acceleration of the
maturity of this Revolving Note upon the terms and conditions therein specified.
THIS REVOLVING NOTE IS BEING ISSUED IN THE COMMONWEALTH OF
VIRGINIA AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA WITHOUT REGARD TO THE CONFLICTS OF
LAWS PRINCIPLES.
XXXXXX XXXXXX, INC.
By:_/s/ Xxxxx X. Xxxxxx_______________
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
and Chief Financial Officer
