EXHIBIT 10.17
44
[FORM OF]
REVOLVING NOTE
$120,000,000 December __, 2000
FOR VALUE RECEIVED, the undersigned, PSS WORLD MEDICAL, INC., a Florida
corporation (the "Borrower"), hereby promises to pay to the order of (a
"Lender"), at the office of BANK OF AMERICA, N.A. (formerly known as
NationsBank, N.A.), as Agent (the "Agent"), at 101 North Tryon Street,
NC1-001-15-11, Charlotte, North Carolina 28255-0001 (or at such other place or
places as the holder hereof may designate), at the times set forth in the
Amended and Restated Credit Agreement dated as of December __, 2000, among the
Borrower, the financial institutions party thereto as lenders (the "Lenders")
and the Agent (as it may be as amended, modified, restated or supplemented from
time to time, the "Credit Agreement") but in no event later than the Termination
Date, in Dollars and in immediately available funds, in the aggregate principal
amount of ONE HUNDRED TWENTY MILLION DOLLARS ($120,000,000) or, if less than
such principal amount, the aggregate unpaid principal amount of all Revolving
Loans made by the Lender to the Borrower pursuant to the Credit Agreement and to
pay interest from the date hereof on the unpaid principal amount hereof, from
time to time outstanding, in like money, at said office, at the rate or rates
per annum and on the dates in accordance with Section 2.1(e) of the Credit
Agreement.
The defined terms in the Credit Agreement are used herein with the same
meaning. This promissory note (this "Note") is one of the Revolving Notes
referred to in the Credit Agreement. All of the terms, conditions and covenants
of the Credit Agreement are expressly incorporated herein by reference and made
a part of this Note by reference in the same manner and with the same effect as
if set forth in their entirety herein and, subject to Section 9.4 of the Credit
Agreement, any holder of this Note is entitled to the benefits of and remedies
provided to a Lender in the Credit Agreement and the other Credit Documents.
Upon the occurrence and during the continuance of an Event of Default,
the balance outstanding hereunder shall bear interest as provided in Section 3.1
of the Credit Agreement. Further, in the event the payment of all sums due
hereunder is accelerated under the terms of the Credit Agreement, this Note
shall become immediately due and payable, without presentment, demand, protest
or notice of any kind, all of which are hereby waived by the Borrower.
In the event this Note is not paid when due at any stated or
accelerated maturity, the Borrower agrees to pay, in addition to the principal
of and interest on this Note, all costs of collection, including reasonable
attorneys' fees and expenses actually incurred.
All borrowings evidenced by this Note and all payments and prepayments
of the principal hereof and interest hereon and the respective dates thereof
shall be endorsed by the holder hereof on Schedule A attached hereto and
incorporated herein by reference, or on a continuation thereof which shall be
attached hereto and made a part hereof; provided, however, that any failure to
endorse such information on such schedule or continuation thereof shall not in
any manner affect the obligation of the Borrower to make payments of principal
and interest in accordance with the terms of this Note.
This Note and the Loans evidenced hereby may be transferred in whole or
in part only by registration of such transfer on the Register maintained by or
on behalf of the Borrower as provided in Section 10.3 of the Credit Agreement.
The Borrower and any and all sureties, guarantors and endorsers of this
Note and all other parties now or hereafter liable hereon, severally waive grace
(except grace provided pursuant to the express terms of the Credit Agreement),
presentment for payment, protest, notice of any kind (including notice of
dishonor, notice of protest, notice of intention to accelerate and notice of
acceleration) and diligence in collecting and bringing suit against any party
hereto, and agree (i) to all extensions and partial payments, with or without
notice, before or after maturity, (ii) to any substitution, exchange or release
of any security now or hereafter given for this Note, (iii) to the release of
any party primarily or secondarily liable hereon and (iv) that it will not be
necessary for the Agent or any Lenders, in order to enforce payment of this
Note, to first institute or exhaust their remedies against the Borrower or any
other party liable therefor or against any security for this Note. The
nonexercise by the holder of any of its rights hereunder in any particular
instance shall not constitute a waiver thereof in that or any subsequent
instance.
This Note shall be construed in accordance with and governed by the
laws of the State of New York.
The Borrower shall not assign or delegate any of its rights or duties
hereunder or any interest herein (whether voluntarily, by operation of law or
otherwise), except as permitted by Section 10.3(a) of the Credit Agreement. Any
purported assignment or delegation in violation of the foregoing shall be void.
IN WITNESS WHEREOF, the Borrower has caused this Note to be duly
executed by its duly authorized officer as of the day and year first above
written.
PSS WORLD MEDICAL, INC.,
a Florida corporation
By:
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Name:
Title:
SCHEDULE A TO THE
REVOLVING NOTE
OF PSS WORLD MEDICAL, INC.
DATED DECEMBER __, 2000
Loans and Payments
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Payments Unpaid
Amount Type ------------------------ Principa Notations
Date of Loan of Loan Principal Interest Balance Made By
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