EXHIBIT (10)(b)
REVOLVING CREDIT NOTE
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PRINCIPAL: $60,000,000.00
DATE: October 23, 1996
PLACE: Atlanta, Georgia
FOR VALUE RECEIVED, the undersigned HAMPSHIRE FUNDING, INC., a New
Hampshire corporation (the "Borrower"), unconditionally promises to pay to the
order of SUNTRUST BANK, ATLANTA, a Georgia banking corporation, on October 22,
2001 or sooner upon the occurrence of an Event of Default, the principal sum of
SIXTY MILLION AND NO/100 DOLLARS ($60,000,000.00) or so much thereof as shall
have been advanced hereunder and remain outstanding.
In addition to principal, the Borrower agrees to pay interest on the
principal amounts outstanding hereunder from time to time from the date hereof
until paid at the rates as provided in the Revolving Credit Agreement (as
hereinafter defined). All payments of principal and interest hereunder shall be
made in U.S. dollars and in immediately available funds at the principal offices
of the Bank in Atlanta, Georgia, or at such other location as the holder(s)
hereof shall designate in writing.
This Note evidences indebtedness incurred under, and is subject to the
terms and provisions of, a certain Revolving Credit Agreement dated as of
October 23, 1996 (together with all amendments thereto, being herein referred to
as the "Revolving Credit Agreement") between the Borrower and the Bank, to which
Revolving Credit Agreement reference is hereby made for a statement of said
terms and provisions. This Note is entitled to the benefits and security as
provided in the Revolving Credit Agreement and the Guaranty dated as of
October 23, 1996, executed by Chubb Life Insurance Company of America in favor
of the Bank.
Upon the occurrence and during the continuation of any Event of
Default provided in the Revolving Credit Agreement other than under
Section 7.01(j), the Bank may declare the entire unpaid balance hereof to be,
and upon the occurrence of an Event of Default under Section 7.01(j), the entire
unpaid balance hereof shall become immediately due and payable in the manner and
with the effect provided in the Revolving Credit Agreement, and Bank may
thereupon exercise any of the remedies referred to in the Revolving Credit
Agreement or existing under applicable law.
In addition to and not in limitation of the foregoing and the
provisions of the Revolving Credit Agreement, the Borrower further agrees to pay
all expenses of collection, including reasonable attorneys' fees, if this Note
shall be collected by law or through an attorney at law, or in bankruptcy,
receivership or other court proceedings.
This Note may be prepaid in accordance with the terms and provisions
of Section 2.06 of the Revolving Credit Agreement.
This Note has been delivered in Atlanta, Georgia, and shall be
governed by and construed under the laws of Georgia. Time is of the essence
under this Note.
PRESENTMENT, PROTEST AND NOTICE OF DISHONOR ARE HEREBY WAIVED BY THE
BORROWER.
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Executed under hand and seal of the Borrower as of the date first
above written.
HAMPSHIRE FUNDING, INC.
[CORPORATE SEAL] By:
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Title:
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Attest:
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Title:
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