0000950136-99-000309 Sample Contracts

AMONG ARMOR HOLDINGS, INC., BORROWER,
Credit Agreement • March 11th, 1999 • Armor Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
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SECURITY DEED CADWALADER London
Credit Agreement • March 11th, 1999 • Armor Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies
RECITALS --------
Borrower Pledge Agreement • March 11th, 1999 • Armor Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
RECITALS
Subsidiaries Guarantee • March 11th, 1999 • Armor Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
364-DAY REVOLVING CREDIT NOTE
Armor Holdings Inc • March 11th, 1999 • Orthopedic, prosthetic & surgical appliances & supplies

FOR VALUE RECEIVED, the undersigned ARMOR HOLDINGS, INC., a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay on the 364-Day Termination Date to the order of SUNTRUST BANK, NORTH FLORIDA, N.A. (the "Lender"), at the office of Canadian Imperial Bank of Commerce, 425 Lexington Avenue, New York, New York 10017, in lawful money of the United States of America and in immediately available funds, the principal amount of the lesser of (a) FOUR MILLION ONE HUNDRED SIXTY-SIX THOUSAND SIX HUNDRED SIXTY-SEVEN AND 00/100 DOLLARS ($4,166,667.00) and (b) the aggregate unpaid principal amount of all 364-Day Revolving Credit Loans made by the Lender to the undersigned pursuant to Section 2.1 of the Credit Agreement referred to below.

FIVE YEAR REVOLVING CREDIT NOTE
Armor Holdings Inc • March 11th, 1999 • Orthopedic, prosthetic & surgical appliances & supplies

FOR VALUE RECEIVED, the undersigned ARMOR HOLDINGS, INC., a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay on the Five Year Termination Date to the order of FIRST UNION NATIONAL BANK (the "Lender"), at the office of Canadian Imperial Bank of Commerce located at 425 Lexington Avenue, New York, New York 10017, in lawful money of the United States of America and in immediately available funds, the principal amount of the lesser of (a) EIGHT MILLION THREE HUNDRED THIRTY-THREE THOUSAND THREE HUNDRED THIRTY-THREE AND 00/100 DOLLARS ($8,333,333.00) and (b) the aggregate unpaid principal amount of all Five Year Revolving Credit Loans made by the Lender to the undersigned pursuant to Section 3.1 of the Credit Agreement referred to below.

FIVE YEAR REVOLVING CREDIT NOTE
Armor Holdings Inc • March 11th, 1999 • Orthopedic, prosthetic & surgical appliances & supplies

FOR VALUE RECEIVED, the undersigned ARMOR HOLDINGS, INC., a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay on the Five Year Termination Date to the order of SUNTRUST BANK, NORTH FLORIDA, N.A. (the "Lender"), at the office of Canadian Imperial Bank of Commerce located at 425 Lexington Avenue, New York, New York 10017, in lawful money of the United States of America and in immediately available funds, the principal amount of the lesser of (a) EIGHT MILLION THREE HUNDRED THIRTY-THREE THOUSAND THREE HUNDRED THIRTY-THREE AND 00/100 DOLLARS ($8,333,333.00) and (b) the aggregate unpaid principal amount of all Five Year Revolving Credit Loans made by the Lender to the undersigned pursuant to Section 3.1 of the Credit Agreement referred to below.

FIVE YEAR REVOLVING CREDIT NOTE
Armor Holdings Inc • March 11th, 1999 • Orthopedic, prosthetic & surgical appliances & supplies

FOR VALUE RECEIVED, the undersigned ARMOR HOLDINGS, INC., a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay on the Five Year Termination Date to the order of NATIONSBANK, N.A. (the "Lender"), at the office of Canadian Imperial Bank of Commerce located at 425 Lexington Avenue, New York, New York 10017, in lawful money of the United States of America and in immediately available funds, the principal amount of the lesser of (a) ELEVEN MILLION SIX HUNDRED SIXTY-SIX THOUSAND SIX HUNDRED SIXTY-SEVEN DOLLARS ($11,666,667.00) and (b) the aggregate unpaid principal amount of all Five Year Revolving Credit Loans made by the Lender to the undersigned pursuant to Section 3.1 of the Credit Agreement referred to below.

364-DAY REVOLVING CREDIT NOTE
Armor Holdings Inc • March 11th, 1999 • Orthopedic, prosthetic & surgical appliances & supplies

FOR VALUE RECEIVED, the undersigned ARMOR HOLDINGS, INC., a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay on the 364-Day Termination Date to the order of FIRST UNION NATIONAL BANK (the "Lender"), at the office of Canadian Imperial Bank of Commerce, 425 Lexington Avenue, New York, New York 10017, in lawful money of the United States of America and in immediately available funds, the principal amount of the lesser of (a) FOUR MILLION ONE HUNDRED SIXTY-SIX THOUSAND SIX HUNDRED SIXTY-SEVEN AND 00/100 DOLLARS ($4,166,667.00) and (b) the aggregate unpaid principal amount of all 364-Day Revolving Credit Loans made by the Lender to the undersigned pursuant to Section 2.1 of the Credit Agreement referred to below.

FIVE YEAR REVOLVING CREDIT NOTE
Armor Holdings Inc • March 11th, 1999 • Orthopedic, prosthetic & surgical appliances & supplies

FOR VALUE RECEIVED, the undersigned ARMOR HOLDINGS, INC., a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay on the Five Year Termination Date to the order of CIBC, INC. (the "Lender"), at the office of Canadian Imperial Bank of Commerce located at 425 Lexington Avenue, New York, New York 10017, in lawful money of the United States of America and in immediately available funds, the principal amount of the lesser of (a) ELEVEN MILLION SIX HUNDRED SIXTY-SIX THOUSAND SIX HUNDRED SIXTY-SEVEN DOLLARS ($11,666,667.00) and (b) the aggregate unpaid principal amount of all Five Year Revolving Credit Loans made by the Lender to the undersigned pursuant to Section 3.1 of the Credit Agreement referred to below.

364-DAY REVOLVING CREDIT NOTE
Armor Holdings Inc • March 11th, 1999 • Orthopedic, prosthetic & surgical appliances & supplies

FOR VALUE RECEIVED, the undersigned ARMOR HOLDINGS, INC., a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay on the 364-Day Termination Date to the order of CIBC, INC. (the "Lender"), at the office of Canadian Imperial Bank of Commerce, 425 Lexington Avenue, New York, New York 10017, in lawful money of the United States of America and in immediately available funds, the principal amount of the lesser of (a) FIVE MILLION EIGHT HUNDRED THIRTY THREE THOUSAND THREE HUNDRED THIRTY THREE DOLLARS ($5,833,333.00) and (b) the aggregate unpaid principal amount of all 364-Day Revolving Credit Loans made by the Lender to the undersigned pursuant to Section 2.1 of the Credit Agreement referred to below.

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