FORM OF REVOLVING LOAN NOTE
U.S. $
----------------------- Chicago, Illinois
December , 1999
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FOR VALUE RECEIVED, the undersigned, , a
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Corporation (the "Borrower"), HEREBY UNCONDITIONALLY PROMISES TO PAY
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to the order of (the "Lender") the principal sum of
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AND NO/100 DOLLARS ($ ), or, if
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less, the aggregate unpaid amount of all "Revolving Loans" (as defined in the
Credit Agreement referred to below) made by the Lender to the Borrower pursuant
to the "Credit Agreement" (as defined below), on the "Termination Date" (as
defined in the Credit Agreement) or on such earlier date as may be required by
the terms of the Credit Agreement. Capitalized terms used herein and not
otherwise defined herein are as defined in the Credit Agreement.
The Borrower promised to pay interest on the unpaid principal amount
of each Revolving Loan made to it from the date of such Revolving Loan until
such principal amount is paid in full at a rate or rates per annum determined in
accordance with the terms of the Credit Agreement Interest hereunder is due and
payable at such times and on such dates as set forth in the Credit Agreement.
Both principal and interest are payable in Dollars to the Agent (as
defined below), to such account as the Agent may designate, in same day funds.
At the time of each Revolving Loan, and upon each payment or prepayment of
principal of each Revolving Loan, the Lender shall make a notation either on the
schedule attached hereto and made a part hereof, or in such Lender's own books
and records, in each case specifying the amount of such Revolving Loan, the
respective Interest Period thereof (in the case of Eurocurrency Rate Loans) or
the amount of principal paid or prepaid with respect to such Revolving Loan, as
applicable; PROVIDED that the failure of the Lender to make any such recordation
or notation shall not affect the Obligations of the Borrower hereunder or under
the Credit Agreement.
This Revolving Loan Note is one of the promissory notes referred to
in, and is entitled to the benefits of, that certain Credit Agreement dated as
of December 16, 1999 among the Borrower, the financial institutions parties
thereto (the "Lenders"), and (having its principal office in
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Chicago, Illinois), individually and as agent (the "Agent") on behalf on the
Lenders, and , as lead arranger and sole book runner (the
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"Lead Arranger and Sole Book Runner") on behalf of the Lenders (as amended,
restated, supplemented or modified from time to time, the "Credit Agreement").
The Credit Agreement, among other things, (i) provides for the making of
Revolving Loans by the lender to the borrower under the Credit Agreement from
time to time in an aggregate amount not to exceed at any time outstanding the
dollar amount first above mentioned, the indebtedness of the Borrower resulting
from each such Revolving Loan to it being evidenced by this Revolving Loan Note,
and
(ii) contains provisions for acceleration of the maturing hereof upon the
happening of certain stated events and also for prepayments of the principal
hereof prior to the maturity hereof upon the terms and conditions therein
specified.
Demand, presentment, protest and notice of nonpayment and protest
are hereby waived by the Borrower.
Whenever in this Revolving Loan Note reference is made to the Agent,
the Lender or the Borrower, such reference shall be deemed to include, as
applicable, a reference to their respective successors and assigns. The
provisions of this Revolving Loan Note shall be binding upon and shall inure to
the benefit of said successors and assigns. The Borrower's successors and
assigns shall include, without limitation, a receiver, trustee or debtor in
possession of or for the Borrower.
This Revolving Loan Note shall be interpreted, and the rights and
liabilities of the parties hereto determined, in accordance with the laws of the
State of Illinois.
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By:
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Name:
Title: