SEASONAL ADVANCE NOTE
$1,500,000 Date: December 15, 2004
This Term Note is executed and delivered under and pursuant to the terms
of that certain Revolving Credit and Security Agreement dated as of December 15,
2004 (as amended, restated, supplemented or modified from time to time, the
"Loan Agreement") by and among SMALL WORLD TOYS, a California corporation
("Borrower"), with its principal place of business located at 0000 Xxxxxxxxxx
Xxxxxxx, Xxxxxx Xxxx, Xxxxxxxxxx 00000, PNC BANK, NATIONAL ASSOCIATION ("PNC"),
the various financial institutions named therein or which hereafter become a
party thereto (together with PNC, collectively, "Lenders"), and PNC as agent for
Lenders (in such capacity "Agent"). Capitalized terms not otherwise defined
herein shall have the meanings provided in the Loan Agreement.
FOR VALUE RECEIVED, Borrower hereby promises to pay to the order of PNC,
at the office of Agent located at PNC Bank Center, Xxx Xxxxx Xxxxxx, 0xx Xxxxx,
Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000, or at such other place as Agent may from time
to time designate to Borrower in writing:
(i) the principal sum of One Million Five Hundred Thousand Dollars
($1,500,000) or, if different from such amount, the unpaid principal balance of
PNC's Commitment Percentage of the Seasonal Advances as may from time to time be
due and owing under the Loan Agreement, payable in accordance with the
provisions of the Loan Agreement and subject to acceleration upon the occurrence
of an Event of Default under the Loan Agreement or earlier termination of the
Loan Agreement pursuant to the terms thereof; and
(ii) interest on the principal amount of this Note from time to time
outstanding, payable at the Seasonal Advance Rate in accordance with the
provisions of the Loan Agreement. In no event, however, shall interest exceed
the maximum interest rate permitted by law. Upon and after the occurrence of an
Event of Default, and during the continuation thereof, interest shall be payable
at the Default Rate.
This Note is one of the Seasonal Advance Notes referred to in the Loan
Agreement. This Note is secured, inter alia, by the liens granted pursuant to
the Loan Agreement and the Other Documents, is entitled to the benefits of the
Loan Agreement and the Other Documents, and is subject to all of the agreements,
terms and conditions therein contained.
This Note is subject to mandatory prepayment and may be voluntarily
prepaid, in whole or in part, on the terms and conditions set forth in the Loan
Agreement.
If an Event of Default under Section 10.7 of the Loan Agreement shall
occur, then this Note shall immediately become due and payable, without notice,
together with reasonable attorneys' fees incurred to obtain or enforce payment
hereof. If any other Event of Default shall occur under the Loan Agreement or
any of the Loan Documents, which is not cured within any applicable grace
period, then this Note may, as provided in the Loan Agreement, be declared to be
immediately due and payable, without notice, together with reasonable attorneys'
fees incurred to obtain or enforce payment hereof.
This Note shall be construed and enforced in accordance with the laws of
the State of New York.
Borrower expressly waives any presentment, demand, protest, notice of
protest, or notice of any kind except as expressly provided in the Loan
Agreement.
SMALL WORLD TOYS
By:
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Name:
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Title:
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STATE OF __________________________ )
) SS.:
COUNTY OF _________________________ )
On the ___ day of ___________, 2004, before me personally came
_________________, to me known, who being by me duly sworn, did depose and say
that he/she is the _______________ of _______________, the __________ described
in and which executed the foregoing instrument; and that he/she signed his/her
name thereto as the act and deed of such corporation by order of the board of
directors of said corporation.
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Notary Public
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