EXHIBIT 10.5
REVOLVING NOTE (REVOLVER B)
Dated as of October 28, 1998 New York, New York
$3,150,000.00
FOR VALUE RECEIVED, the undersigned, HI-RISE RECYCLING SYSTEMS, INC., a
Florida corporation ("HI-RISE"), IDC ACQUISITION SUB, INC., a New York
corporation ("IDC"), XXXXXXXXX COMPANY, INC., an Ohio corporation ("Xxxxxxxxx"),
RECYCLTECH ENTERPRISES INC., an Ontario corporation ("Recycltech"), HESCO SALES,
INC., a Florida corporation ("Hesco"), UNITED TRUCK AND BODY CORPORATION, a
Florida corporation ("United Truck"), HESCO EXPORT CORPORATION, a Florida
corporation ("Hesco Export"), BPI ACQUISITION CORP., a South Carolina
corporation ("Bes-Pac Acquisition Corp."), and DII ACQUISITION CORP., a
Connecticut corporation ("Xxxxxx Acquisition Corp.") (Hi-Rise, IDC, Xxxxxxxxx,
Recycltech, Hesco, United Truck, Hesco Export, Bes-Pac Acquisition Corp. and
Xxxxxx Acquisition Corp. are sometimes collectively referred to herein as the
"BORROWERS" and individually as a "BORROWER"), HEREBY JOINTLY AND SEVERALLY
PROMISE TO PAY to the order of NATIONSBANK, N.A. ("Lender"), at the offices of
NATIONSBANK, N.A., a national banking association, as Revolver Agent for Lenders
("Revolver Agent"), at its address at 000 X.X. 0xx Xxxxxx, 00xx Xxxxx, Xxxxx,
Xxxxxxx 00000, Attention: Mr. Xxxx Xxxxxxx, or at such other place as Revolver
Agent may designate from time to time in writing, in lawful money of the United
States of America and in immediately available funds, the amount of THREE
MILLION ONE HUNDRED FIFTY THOUSAND DOLLARS AND NO CENTS ($3,150,000.00) or, if
less, the aggregate unpaid amount of all Revolving Credit Advances (Revolver B)
made to the undersigned under the "Credit Agreement" (as hereinafter defined).
All capitalized terms used but not otherwise defined herein have the meanings
given to them in the Credit Agreement or in ANNEX A thereto.
This Revolving Note (Revolver B) is one of the Revolving Notes
(Revolver B) issued pursuant to that certain Credit Agreement dated as of
October 28, 1998, by and among Borrowers, General Electric Capital Corporation,
NationsBank, N.A., Key Corporate Capital, Inc. and the other Persons signatory
thereto from time to time as Lenders, General Electric Capital Corporation, as
Administrative Agent and Revolver Agent (including all annexes, exhibits and
schedules thereto, and as from time to time amended, restated, supplemented or
otherwise modified, the "Credit Agreement"), and is entitled to the benefit and
security of the Credit Agreement, the Security Agreement and all of the other
Loan Documents referred to therein. Reference is hereby made to the Credit
Agreement for a statement of all of the terms and conditions under which the
Loans evidenced hereby are made and are to be repaid. The date and amount of
each Revolving Credit Advance (Revolver B) made by Lenders to Borrowers, the
rates of interest applicable thereto and each payment made on account of the
principal thereof, shall be recorded by Revolver Agent on its books; provided
that the failure of Revolver Agent to make any such recordation shall not affect
the obligations of Borrowers to make a payment when due of any amount owing
under the Credit Agreement or this Note in respect of the Revolving Credit
Advances (Revolver B) made by Lender to Borrowers.
The principal amount of the indebtedness evidenced hereby shall be
payable in the amounts and on the dates specified in the Credit Agreement, the
terms of which are hereby incorporated herein by reference. Interest thereon
shall be paid until such principal amount is paid in full at such interest rates
and at such times, and pursuant to such calculations, as are specified in the
Credit Agreement.
If any payment on this Revolving Note (Revolver B) becomes due and
payable on a day other than a Business Day, the maturity thereof shall be
extended to the next succeeding Business Day and, with respect to payments of
principal, interest thereon shall be payable at the then applicable rate during
such extension.
Upon and after the occurrence of any Event of Default, this Revolving
Note (Revolver B) may, as provided in the Credit Agreement, and without demand,
notice or legal process of any kind, be declared, and immediately shall become,
due and payable.
Time is of the essence of this Revolving Note (Revolver B). Demand,
presentment, protest and notice of nonpayment and protest are hereby waived by
each Borrower.
Except as provided in the Credit Agreement, this Revolving Note
(Revolver B) may not be assigned by Lender to any Person.
THIS REVOLVING NOTE (REVOLVER B) SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND PERFORMED IN THAT STATE.
IN WITNESS WHEREOF, the undersigned Borrowers have caused this
Revolving Note (Revolver B) to be dated for reference as of the date first above
written, but have in fact duly executed and delivered this Revolving Note
(Revolver B) this day of October, 1998.
HI-RISE RECYCLING SYSTEMS, INC., a Florida
corporation
By: /s/
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Name:
Title:
IDC ACQUISITION SUB, INC., a New York
corporation
By: /s/
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Name:
Title:
2
XXXXXXXXX COMPANY, INC., an Ohio corporation
By: /s/
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Name:
Title:
RECYCLTECH ENTERPRISES INC., an Ontario
corporation
By: /s/
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Name:
Title:
HESCO SALES, INC., a Florida corporation
By: /s/
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Name:
Title:
UNITED TRUCK AND BODY CORPORATION, a
Florida corporation
By: /s/
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Name:
Title:
HESCO EXPORT CORPORATION, a Florida
corporation
By: /s/
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Name:
Title:
3
BPI ACQUISITION CORP., a South Carolina
corporation
By: /s/
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Name:
Title:
DII ACQUISITION CORP., a Connecticut corporation
By: /s/
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Name:
Title:
4
