Exhibit 10.2.2
REVOLVING NOTE
$30,000,000. New York, New York
May 7, 1999
FOR VALUE RECEIVED, each of the undersigned corporations (collectively,
the "Borrowers"), HEREBY, JOINTLY AND SEVERALLY, PROMISES TO PAY to the order of
GENERAL ELECTRIC CAPITAL CORPORATION ("Lender"), at the offices of GENERAL
ELECTRIC CAPITAL CORPORATION, a New York corporation, as Agent for Lenders
("Agent"), at its address at 201 High Ridge Road, Stamford, Connecticut 06927,
or at such other place as 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 THIRTY MILLION DOLLARS AND NO CENTS ($30,000,000) or, if less, the
aggregate unpaid amount of all Revolving Credit 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 Revolving Note is a Revolving Note issued pursuant to that certain
Credit Agreement dated as of the date hereof by and among Borrowers, the other
Persons named therein as Credit Parties, Agent, Lender and the other Persons
signatory thereto from time to time as Lenders (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 Revolving Credit 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 Agent on its books; provided that the failure of
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 Revolving Credit 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. The indebtedness evidenced hereby and all other amounts
payable hereunder shall be the joint and several obligation of each of the
Borrowers.
If any payment on this Revolving 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 Revolving
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 Revolving Note. Demand, presentment,
protest and notice of nonpayment and protest are hereby waived by Borrowers.
Except as provided in the Credit Agreement, this Revolving Note may not
be assigned by Lender to any Person.
THIS REVOLVING 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.
ACTION CONTRACT SERVICES, INC.
BROOKFIELD CORP.
C.A. TURNER CONSTRUCTION COMPANY
C.A. TURNER MAINTENANCE, INC.
CHEMPOWER, INC.
ECO SYSTEMS, INC.
GLOBAL POWER COMPANY
INDUSTRA, INC.
INDUSTRA SERVICE CORP.
SEPARATION AND RECOVERY SYSTEMS, INC.
SOUTHWICK CORP.
SPECIALTY MANAGEMENT GROUP, INC.
THE TURNER GROUP, INC.
UNITED ECO SYSTEMS, INC.
By: /s/ David L. Norris
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Title: Vice President Of Each
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CONTROLLED POWER LIMITED
PARTNERSHIP
By: Southwick Corp., its general partner
By: /s/ David L. Norris
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Title: Vice President
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