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Exhibit 10.12
REVOLVING NOTE
(CANADIAN BORROWERS)
U.S. $_____________
March ___, 2004
FOR VALUE RECEIVED, the undersigned, COMMONWEALTH SEAGER HOLDINGS
LTD.,
a corporation amalgamated under the laws of
the Province of Alberta, Canada
("CSH"), CORRPRO CANADA, INC., a
corporation amalgamated under the laws of the
Province of Alberta, Canada ("CORRPRO
CANADA") and BORZA INSPECTIONS LTD., a
corporation amalgamated under the laws of
the Province of Alberta, Canada
("BORZA", and together with Corrpro Canada
and CSH, collectively, "CANADIAN
BORROWERS"), hereby jointly and severally
promise to pay to CAPITALSOURCE
FINANCE LLC, a Delaware limited liability
company, as administrative, payment
and collateral agent for the Lenders
("AGENT"), the unpaid principal amount of
all Advances made by Canadian Revolving
Lenders to Canadian Borrowers under the
Canadian Revolving Facility, in lawful
money of the United States of America in
immediately available funds, with interest
thereon, and all other Obligations
related thereto under and pursuant to the
Revolving Credit, Term Loan and
Security Agreement dated as of the date
hereof among Canadian Borrowers, the
other Credit Parties named therein, Agent
and the Lenders party thereto from
time to time (as it may be amended,
supplemented or otherwise modified from time
to time, the "LOAN AGREEMENT"), all at the
times and in the manner set forth in
the Loan Agreement. Capitalized terms used
but not defined herein shall have the
meanings given them in the Loan
Agreement.
1. INTEREST AND PAYMENTS.
(a) Canadian
Borrowers promise to pay interest on the
outstanding principal amount of Advances
under the Canadian Revolving Facility
and this Revolving Note from the date of
any Advance until such principal amount
is indefeasibly paid in full in cash.
Interest on outstanding Advances under the
Canadian Revolving Facility and this
Revolving Note shall be due and payable
monthly in arrears on the first calendar
day of each calendar month, commencing
with the month of May 1, 2004, at an annual
rate as set forth in the Loan
Agreement, calculated on the basis of a
360-day year and for the actual number
of calendar days elapsed in each interest
calculation period.
(b) Payments
of interest on outstanding Advances under
the Canadian Revolving Facility and other
Obligations related to the Canadian
Revolving Facility may be made, when due,
by Advances under the Revolving
Facilities in accordance with the
provisions of the Loan Agreement. Any payments
of interest and/or principal or other
amounts under this Revolving Note not paid
automatically through Advances under the
Canadian Revolving Facility as provided
in the Loan Agreement shall be made only by
wire transfer on the date when due,
without offset, deduction or counterclaim,
in U.S. Dollars, in immediately
available funds as required in the Loan
Agreement. Notwithstanding and without
limiting or being limited by any other
provision of this Revolving Note or any
other Loan Document, any payments or
prepayments received under this Revolving
Note shall be credited and applied in such
manner and order as described in the
Loan Agreement, as adjusted from time to
time pursuant to Sections 2.19 and 2.20
of the Loan Agreement.
(c) For
purposes of the Interest Act (Canada) and
disclosures thereunder, whenever any
interest or any fee to be paid by a
Canadian Borrower hereunder or in
connection herewith is to be calculated on the
basis of any period of time that is less
than a calendar year, the yearly rate
of interest to which the rate used in such
calculation is equivalent is the rate
so used multiplied by the actual number of
days in the calendar year in which
the same is to be ascertained and divided
by 360. The rates of interest
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to be paid under this Note and the Loan
Agreement are nominal rates, and not
effective rates or yields. The principle of
deemed reinvestment of interest does
not apply to any calculation o
