1
EXHIBIT 10.35
AMENDED AND RESTATED
REVOLVING CREDIT NOTE
$20,000,000.00 DATE: FEBRUARY 7, 1997
M&M PROPERTIES, INC. AND XXXXXXX & FALCONITE EQUIPMENT CO., INC. (individually,
"Borrower" and collectively, "Borrowers) for value received, unconditionally
promise to jointly and severally pay to the order of CITICORP DEL-LEASE, INC.,
DOING BUSINESS AS CITICORP DEALER FINANCE ("Lender"), at its office located at
000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000, the principal amount of Twenty
Million Dollars ($20,000,000.00) or, if less, the unpaid principal amount of
each Extension of Credit (as defined in the Agreement defined below; all
capitalized terms not otherwise defined herein shall have the meanings
attributed thereto in the Agreement) made to either or both Borrowers by
Lender and outstanding under this Amended and Restated Revolving Credit Note
(the "Revolving Credit Note"), on the Termination Date; PROVIDED, HOWEVER, that
the Termination Date shall automatically be extended for additional terms of
thirteen (13) months each unless either Borrowers or Lender notifies the other
in writing at least thirty (30) days prior to the Termination Date of its
decision not to so extend for an additional thirteen (13) month term.
Borrowers promise to jointly and severally pay interest on the unpaid principal
amount of each Extension of Credit from the date advanced by Lender until such
principal amount is paid in full, at such interest rates, and at such times,
as are specified in the Agreement.
This is the Revolving Credit Note referred to in that certain Dealer Security
Agreement, dated as of June 19, 1995, among Borrowers and Lender (as amended or
otherwise modified from time to time, the "Agreement"). The Agreement, among
other things, provides for the making of Extensions of Credit by Xxxxxx to
Borrowers from time to time in an aggregate amount not to exceed at any time
outstanding the dollar amount first above mentioned, the indebtedness of
Borrowers resulting from each such Extensions of Credit being evidenced by this
Revolving Credit Note.
The Agreement provides for the acceleration of the maturity of this Revolving
Credit Note upon the occurrence of certain Events of Default and for prepayment
of the Revolving Credit Loan on the terms and conditions specified therein.
Borrowers waive presentment, notice of dishonor, protest and any other notice
of formality with respect to this Revolving Credit Note.
Borrowers agree to jointly and severally reimburse Lender on demand for all
reasonable costs, expenses and charges (including, without limitation, fees and
charges of legal counsel for Lender) in connection with the interpretation,
performance or enforcement of this Revolving Credit Note.
2
This Revolving Credit Note shall replace and supersede the Revolving Credit
Note of the Borrowers dated December 1, 1996, in the principal sum of
$9,000,000 (the "1996 Note"); PROVIDED, HOWEVER Borrowers agree that the
execution and delivery of this Revolving Credit Note shall not relieve or
discharge Borrowers from any Obligations incurred by Borrowers under the 1996
Note.
THIS REVOLVING NOTE SHALL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
M&M PROPERTIES, INC.
By: /s/ Xxxxx XxXxxxx
-----------------------------
Name: Xxxxx XxXxxxx
----------------------------
Title: President
---------------------------
XXXXXXX & FALCONITE EQUIPMENT CO.,
INC.
By: /s/ Xxxxx XxXxxxx
-----------------------------
Name: Xxxxx XxXxxxx
----------------------------
Title: President
---------------------------
