Exhibit 10.21
Supplemental Revolving Credit Note
$1,500,000 July 10, 2000
For value received, Disc Graphics, Inc. ("Borrower") promises to pay to the
order of The Dime Savings Bank of New York, FSB (the "Bank"), at the Bank's
office at 1377 Motor Parkway, Islandia, New York 11788, on or before October 6,
2000 ("Maturity Date"), the principal amount of $1,500,000, or the actual amount
advanced by the Bank to Borrower pursuant to this Supplemental Revolving Credit
Note ("Supplemental Note"), in lawful money of the United States of America and
in immediately available funds, on the date and in the manner provided in the
"Restated Credit Agreement" (defined below) respecting Revolving Credit Loans.
Borrower also promises to pay interest on the unpaid principal balance hereof at
the rate or rates of interest as provided in the Restated Credit Agreement
respecting Revolving Credit Loans, on the dates and in the manner provided
therein.
The holder of this Supplemental Note shall record the date and amount
of each Loan made by the Bank, and the date and amount of each payment of
principal or interest, either on the schedule attached hereto, or on such
computer, magnetic disk, tape or other such electronic data storage and
retrieval system as the Bank considers adequate for such purpose, in its sole
and absolute discretion. Any such record shall constitute prima facie evidence
of the accuracy of the information so recorded, but no failure so to record, or
any error in so recording, shall affect the obligation of the Borrowers to repay
any amount borrowed pursuant to this Supplemental Note, with interest thereon.
This Supplemental Note is subject to and governed by all the terms,
conditions, covenants, representations and warranties made by Borrower in that
certain Amended and Restated Credit Agreement dated December 1, 1998, as
amended, between Borrower and the Bank (the "Restated Credit Agreement"), and
any and all amounts borrowed and loaned hereunder shall be treated for all
purposes as Revolving Credit Loans made by the Bank thereunder, except for the
requirement of paying this Supplemental Note in full at Maturity Date. All terms
not defined herein shall have the meanings given to them in the Restated Credit
Agreement.
The Restated Credit Agreement provides for the acceleration of the
maturity of principal upon the occurrence of certain Events of Default, for a
Default Rate of interest and for prepayments on the terms and conditions
specified therein, and the same shall apply to this Supplemental Note.
Borrower waives presentment, notice of dishonor, protest and any other
notice or formality with respect to this Supplemental Note, except as is set
forth in the Restated Credit Agreement.
The Borrower represents and warrants to the Bank as follows:
(a) Borrower confirms that each of the representations and warranties
set forth in Article 7 of the Restated Credit Agreement is true
in all material respects as of the date hereof with respect to
the Borrower and, to the extent applicable, the Guarantors, with
the same effect as though made on the date hereof (except when
such representation or warranty by its terms relates to a
specific date other than the date hereof), and each is hereby
incorporated herein in full by reference as if fully restated in
its entirety. Since March 31, 2000, there has been no material
adverse change in the business, operations, assets or financial
or other condition of the Borrower, or of the Borrower and the
Guarantors.
(b) No Default or Event of Default, as defined in the Restated Credit
Agreement now exists.
(c) The Borrower has the requisite corporate power and authority to
enter into, perform and deliver this Supplemental Note, and any
other documents, instruments, agreements or other writings to be
delivered in connection herewith. This Supplemental Note, and all
documents contemplated hereby or delivered in connection
herewith, have each been duly authorized, executed and delivered
and the transactions contemplated herein have been duly
authorized by all necessary action.
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(d) This Supplemental Note and any other documents, agreements or
instruments now or hereafter executed and delivered to the Bank
by the Borrower or the Guarantors in connection herewith
constitute (or shall, when delivered, constitute) valid and
legally binding obligations of Borrower or the Guarantors (as the
case may be), each of which is and shall be enforceable against
Borrower or Guarantors in accordance with their respective terms.
(e) No consent, waiver or approval of any entity is or will be
required in connection with the execution, delivery, performance,
validity or enforcement or priority of this Supplemental Note, or
any other agreements, instruments or documents to be executed or
delivered in connection herewith.
(f) No representation, warranty or statement by the Borrower
contained herein or in any other document to be furnished by the
Borrower in connection herewith contains, or at the time of
delivery shall contain, any untrue statement of material fact, or
omits or at the time of delivery shall omit to state a material
fact necessary to make such representation, warranty or statement
not misleading.
The terms of this Supplemental Note may not be changed orally,
but only by an instrument duly executed by Borrower and the Bank.
This Supplemental Note shall be governed by, and interpreted and
construed in accordance with, the laws of the State of New York.
Disc Graphics, Inc.
By: /s/ Donald Sinkin
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Donald Sinkin
President & CEO
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SCHEDULE OF PAYMENT OF SUPPLEMENTAL NOTE
Date Principal Principal
of Interest Amount of Paid or
Loan Rate Loan Unpaid
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