City National Bank Exhibit 10.4.2
Revolving Note
(INTEREST TIED TO PRIME)
Note No. 655355/00003
$25,000,000.00 Westside CBS #674 Office
Beverly Hills, California
November 4, 2004
On February 1, 2009, the undersigned, GW Services, Inc. a California
corporation ("Borrower"), promises to pay to the order of City National Bank, a
national banking association ("CNB"), at its office in this city, in lawful
money of the United States of America and in immediately available funds, the
principal sum of Twenty Five Million Dollars ($25,000,000.00), or so much
thereof as may be advanced and be outstanding, with interest thereon to be
computed on each advance from the date of its disbursement at a rate computed on
the basis of a 360-day year, actual days elapsed, equal to the Prime Rate of
CNB, as it exists from time-to-time per year. "Prime Rate" shall mean the rate
most recently announced by CNB at its principal office in Beverly Hills,
California, as its "Prime Rate". Any change in the Prime Rate shall become
effective on the same business day on which the Prime Rate shall change, without
prior notice to Borrower.
All or any portion of the principal of this Note may be borrowed, repaid
and reborrowed from time to time prior to maturity, provided at the time of any
borrowing no Event of Default (as herein defined) exists, and provided further
that the total borrowings outstanding at any one time shall not exceed the
principal amount stated above. Each borrowing and repayment hereunder shall be
noted in the books and records of CNB. The excess of borrowings over repayments
shall evidence the principal balance due hereon from time to time and at any
time. Borrowings hereunder shall be conclusively presumed to have been made to
or for the benefit of Borrower when made as noted in such books and records.
The Revolving Credit Commitment shall be Twenty Five Million Dollars
($25,000,000.00) reduced by $1,500,000.00 on each January 1, April 1, July 1,
and October 1 of any year beginning January 1, 2006.
Interest accrued on this Note shall be payable on the first day on each
month, commencing January 1, 2005.
An Unused Facility Fee equal to one half of one percent (1/2%) of the
average daily difference between the Revolving Credit Commitment and loans
outstanding shall be payable, in arrears, on each January 1, April 1, July 1,
and October 1, within ten (10) days of receipt of billing.
The occurrence of any of the following with respect to any Borrower or any
guarantor of this Note or any general partner of such Borrower or guarantor,
shall constitute an "Event of Default" hereunder:
1. The failure to make any payment of principal or interest when due
under this Note;
2. The filing of a petition by or against any of such parties under any
provisions of the Bankruptcy Code;
3. The appointment of a receiver or an assignee for the benefit of
creditors;
4. The commencement of dissolution or liquidation proceedings or the
disqualification of any such parties which is a corporation,
partnership, joint venture or any other type of entity;
5. The death or incapacity of any such parties who is an individual;
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6. The revocation of any guaranty of this Note, or any guaranty becomes
unenforceable as to any future advances under this Note;
7. Any financial statement provided by any of such parties to CNB is
false or misleading;
8. Any material default in the payment or performance of any obligation,
or any default under any provisions of any contract or instrument
pursuant to which any such parties has incurred any obligation for
borrowed money, any purchase obligation or any other liability of any
kind to any person or entity, including CNB;
9. Any sale or transfer of all or a substantial or material part of the
assets of any such parties other than in the ordinary course of
business; or
10. Any violation, breach or default under any letter agreement, guaranty,
security agreement, deed of trust or any other contract or instrument
executed in connection with this Note or securing this Note.
Upon the occurrence of any Event of Default, CNB, at its option, may
declare all sums of principal and interest outstanding hereunder to be
immediately due and payable without presentment, demand, protest or notice of
dishonor all of which are expressly waived by each Borrower, and CNB shall have
no obligation to make any further advances hereunder. Each Borrower agrees to
pay all costs and expenses, including reasonable attorneys' fees, expended or
incurred by CNB (or allocable to CNB's in-house counsel) in connection with the
enforcement of this Note or the collection of any sums due hereunder and
irrespective of whether suit is filed. Any principal or interest not paid when
due hereunder shall thereafter bear additional interest from its due date at a
rate of five percent (5.0%) per year higher than the interest rate as determined
and computed above, and continuing thereafter until paid.
Should more than one person or entity execute this Note as a Borrower, the
obligations of each Borrower shall be joint and several.
This Note and all matters relating thereto, shall be governed by the laws
of the state of California.
GW Services, Inc.,
A California Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President/CEO
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