EXHIBIT 10.17
SWING LINE NOTE (REVOLVER B)
Dated as of October 28, 1998 New York, New York
$1,000,000.00
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 NATIONSBANK, N.A., a national banking association
("SWING LINE LENDER") at the offices of NATIONSBANK, N.A., as Revolver Agent (in
such capacity, the "REVOLVER AGENT") at the Revolver Agent's address at ▇▇▇ ▇.▇.
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, 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 ONE MILLION DOLLARS AND NO CENTS ($1,000,000.00) or, if
less, the aggregate unpaid amount of all Swing Line Advances (Revolver B) 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 Swing Line Note (Revolver B) is 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. 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 Swing Line Advance (Revolver B) made by Swing Line Lender to
Borrowers, the rate 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 Swing Line Note (Revolver B) in
respect of the Swing Line Advances (Revolver B) made by Swing Line 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 Swing Line Note (Revolver B) 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 Swing Line
Note (Revolver B) 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 Swing Line Note (Revolver B). Demand,
presentment, protest and notice of nonpayment and protest are hereby waived by
each Borrower.
THIS SWING LINE NOTE (REVOLVER B) 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
Swing Line Note (Revolver B) to be dated for reference as of the date first
above written, but have in fact duly executed and delivered this Swing Line Note
(Revolver B) 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