EXHIBIT 10.15
ACQUISITION LOAN NOTE
Dated as of October 28, 1998 New York, New York
$2,400,000.00
FOR VALUE RECEIVED, the undersigned, HI-RISE RECYCLING SYSTEMS, INC., a
Florida corporation ("HI-RISE"), IDC ACQUISITION SUB, INC., a New York
corporation ("IDC"), ▇▇▇▇▇▇▇▇▇ COMPANY, INC., an Ohio corporation ("▇▇▇▇▇▇▇▇▇"),
RECYCLTECH ENTERPRISES INC., an Ontario corporation ("Recycltech"), HESCO SALES,
INC., a Florida corporation ("Hesco"), UNITED TRUCK AND BODY CORPORATION, a
Florida corporation ("United Truck"), HESCO EXPORT CORPORATION, a Florida
corporation ("Hesco Export"), BPI ACQUISITION CORP., a South Carolina
corporation ("Bes-Pac Acquisition Corp."), and DII ACQUISITION CORP., a
Connecticut corporation ("▇▇▇▇▇▇ Acquisition Corp.") (Hi-Rise, IDC, ▇▇▇▇▇▇▇▇▇,
Recycltech, Hesco, United Truck, Hesco Export, Bes-Pac Acquisition Corp. and
▇▇▇▇▇▇ Acquisition Corp. are sometimes collectively referred to herein as the
"BORROWERS" and individually as a "BORROWER"), HEREBY JOINTLY AND SEVERALLY
PROMISE TO PAY to the order of KEY CORPORATE CAPITAL, INC. ("Lender"), at the
offices of NATIONSBANK, N.A., a national banking association, as Revolver Agent
for Lenders ("Revolver Agent"), at its address at ▇▇▇ ▇.▇. 2nd Street, 15th
Floor, Miami, Florida 33131, Attention: Mr. ▇▇▇▇ ▇▇▇▇▇▇▇, or at such other place
as Revolver Agent may designate from time to time in writing, in lawful money of
the United States of America and in immediately available funds, the amount of
TWO MILLION FOUR HUNDRED THOUSAND DOLLARS AND NO CENTS ($2,400,000.00) or, if
less, the aggregate unpaid amount of all Acquisition Loan Advances made to the
undersigned under the "Credit Agreement" (as hereinafter defined). All
capitalized terms used but not otherwise defined herein have the meanings given
to them in the Credit Agreement or in ANNEX A thereto.
This Acquisition Loan Note is one of the Acquisition Loan Notes issued
pursuant to that certain Credit Agreement dated as of October 28, 1998, by and
among Borrowers, General Electric Capital Corporation, NationsBank, N.A., Key
Corporate Capital, Inc. and the other Persons signatory thereto from time to
time as Lenders, General Electric Capital Corporation, as Administrative Agent
and Revolver Agent (including all annexes, exhibits and schedules thereto, and
as from time to time amended, restated, supplemented or otherwise modified, the
"Credit Agreement"), and is entitled to the benefit and security of the Credit
Agreement, the Security Agreement and all of the other Loan Documents referred
to therein. Reference is hereby made to the Credit Agreement for a statement of
all of the terms and conditions under which the Loans evidenced hereby are made
and are to be repaid. The date and amount of each Acquisition Loan Advance made
by Lenders to Borrowers, the rates of interest applicable thereto and each
payment made on account of the principal thereof, shall be recorded by Revolver
Agent on its books; provided that the failure of Revolver Agent to make any such
recordation shall not affect the obligations of Borrowers to make a payment when
due of any amount owing under the Credit Agreement or this Note in respect of
the Acquisition Loan Advances made by Lender to Borrowers.
The principal amount of the indebtedness evidenced hereby shall be
payable in the amounts and on the dates specified in the Credit Agreement, the
terms of which are hereby incorporated herein by reference. Interest thereon
shall be paid until such principal amount is paid in full at such interest rates
and at such times, and pursuant to such calculations, as are specified in the
Credit Agreement.
If any payment on this Acquisition Loan Note becomes due and payable on
a day other than a Business Day, the maturity thereof shall be extended to the
next succeeding Business Day and, with respect to payments of principal,
interest thereon shall be payable at the then applicable rate during such
extension.
Upon and after the occurrence of any Event of Default, this Acquisition
Loan Note may, as provided in the Credit Agreement, and without demand, notice
or legal process of any kind, be declared, and immediately shall become, due and
payable.
Time is of the essence of this Acquisition Loan Note. Demand,
presentment, protest and notice of nonpayment and protest are hereby waived by
each Borrower.
Except as provided in the Credit Agreement, this Acquisition Loan Note
may not be assigned by Lender to any Person.
THIS ACQUISITION LOAN NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND PERFORMED IN THAT STATE.
IN WITNESS WHEREOF, the undersigned Borrowers have caused this
Acquisition Loan Note to be dated for reference as of the date first above
written, but have in fact duly executed and delivered this Acquisition Loan Note
this day of October, 1998.
HI-RISE RECYCLING SYSTEMS, INC., a Florida
corporation
By: /s/
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Name:
Title:
IDC ACQUISITION SUB, INC., a New York
corporation
By: /s/
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Name:
Title:
2
▇▇▇▇▇▇▇▇▇ COMPANY, INC., an Ohio corporation
By: /s/
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Name:
Title:
RECYCLTECH ENTERPRISES INC., an Ontario
corporation
By: /s/
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Name:
Title:
HESCO SALES, INC., a Florida corporation
By: /s/
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Name:
Title:
UNITED TRUCK AND BODY CORPORATION, a
Florida corporation
By: /s/
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Name:
Title:
HESCO EXPORT CORPORATION, a Florida
corporation
By: /s/
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Name:
Title:
3
BPI ACQUISITION CORP., a South Carolina
corporation
By: /s/
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Name:
Title:
DII ACQUISITION CORP., a Connecticut corporation
By: /s/
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Name:
Title:
4