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Exhibit 10(b)(vii)
EXHIBIT A
FORM OF
REVOLVING CREDIT NOTE
U.S. $ * Dated: December 30, 1997
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FOR VALUE RECEIVED, the undersigned, THE XXXXX-XXXXXXX STORES
CORP., an Ohio corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order
of [NAME OF LENDER] (the "Lender") the principal sum of United States
Dollars ($ ),* or, if less, the aggregate unpaid principal amount of all
Revolving Credit Loans (as defined in the Credit Agreement referred to below) of
the Lender to the Borrower, payable at such times, and in such amounts, as are
specified in the Credit Agreement.
The Borrower promises to pay interest on the unpaid principal
amount of the Revolving Credit Loans from the date made until such principal
amount is paid in full, at such interest rates, and payable at such times, as
are specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the
United States of America to CITICORP USA, INC., as Agent, at 000 Xxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, in immediately available funds. The Revolving Credit
Loans made by the Lender to the Borrower, and all payments made on account of
the principal thereof, shall be recorded by the Lender and, prior to any
transfer hereof, endorsed on this Note.
This Note is one of the Revolving Credit Notes referred to in,
and is entitled to the benefits of, the Credit Agreement, dated as of December
30, 1997 (said Agreement, as it may be amended or otherwise modified from time
to time, being the "Credit Agreement"), among the Borrower, the Lender, the
financial institutions party thereto, Citibank, N.A., as issuer, and CITICORP
USA, INC., as agent for the Lender, the Issuer and the Swing Loan Bank, and the
other Loan Documents referred to therein and entered into pursuant thereto. The
Credit Agreement, among other things, (i) provides for the making of Revolving
Credit Loans by the Lender to the Borrower in an aggregate amount not to exceed
at any time outstanding the United States dollar amount first above mentioned,
the indebtedness of the Borrower resulting from such Revolving Credit Loans
being evidenced by this Note, and (ii) contains provisions for acceleration of
the maturity of the unpaid principal amount
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* Amount of Lender's commitment.
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of this Note upon the happening of certain stated events and also for
prepayments on account of the principal hereof prior to the maturity hereof upon
the terms and conditions therein specified.
This Note is entitled to the benefits of certain guaranties
and is secured as provided in the Loan Documents (as defined in the Credit
Agreement).
Demand, presentment, protest and notice of nonpayment and
protest are hereby waived by the Borrower.
This Note shall be governed by, and construed and interpreted
in accordance with, the law of the State of New York.
THE XXXXX-XXXXXXX STORES CORP.
By:
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Title:
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LOANS AND PAYMENTS OF PRINCIPAL
Amount of
Amount Principal Paid Notation
Date of Loan or Prepaid Made by
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