REVOLVING CREDIT NOTE PNC Bank, National Association
Exhibit
10.2
REVOLVING
CREDIT NOTE
PNC
Bank, National Association
$15,000,000
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April
17, 2008
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Woodbridge,
N.J.
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This
Revolving Credit Note (this “Note”) is executed and delivered under and pursuant
to the terms of that certain Revolving Credit and Security Agreement dated
as of
the date hereof (as amended, restated, supplemented or modified from time to
time, the “Loan Agreement”) by and among BCI
COMMUNICATIONS, INC.,
a
corporation organized under the laws of the State of New Hampshire, (the
“Borrower”), and
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, the Borrower hereby promises to pay to the order of PNC, at the office
of Agent located at PNC Bank Center, Xxx Xxxxx Xxxxxx, 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 FIFTEEN MILLION AND 00/100 DOLLARS ($15,000,000) or, if
different from such amount, the unpaid principal balance of the Revolving
Advances as may be due and owing to PNC under the Loan Agreement, payable in
accordance with the provisions of the Loan Agreement, 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
until such principal amount is paid in full at the applicable Revolving Interest
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 in accordance with the
Loan Agreement;
and
(iii)
notwithstanding
anything to the contrary herein, in the Loan Agreement and/or in any Other
Document, all outstanding principal and interest hereunder is due and payable
on
the Termination Date.
This
Note
is a “Revolving Credit Note” referred to in the Loan Agreement and 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, in each case, on the terms and conditions set forth in the Loan
Agreement.
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If
an
Event of Default under Section 10.7 or 10.8 of the Loan Agreement shall occur,
then this Note shall immediately become due and payable, without notice,
together with reasonable attorneys’ fees if the collection hereof is placed in
the hands of an attorney to obtain or enforce payment hereof. If any other
Event
of Default shall occur under the Loan Agreement or any of the Other 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, if the collection
hereof is placed in the hands of an attorney to obtain or enforce payment
hereof.
Lenders
may at any time pledge or assign all or any portion of their rights under the
Loan Agreement and the Other Documents (including any portion of this Note)
to
any of the twelve (12) Federal Reserve Banks organized under Section 4 of the
Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or
enforcement thereof shall release Lenders from their obligations under the
Loan
Agreement or any of the Other Documents.
This
Note
shall be construed and enforced in accordance with the laws of the State of
New
Jersey.
Borrower
expressly waives any presentment, demand, protest, notice of protest, or notice
of any kind except as expressly provided in the Loan Agreement.
ATTEST:
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BCI
COMMUNICATIONS, INC.
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By:
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By:
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Name:
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XXXXXXXX
XXX
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Name:
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XXXXXXX
XXXXXXXX
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Title:
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General
Counsel and Secretary
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Title:
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Chief
Executive Officer and President
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