City National Bank
Exhibit 10.4.2
Revolving Note
(INTEREST TIED TO PRIME)
Note No. 655355/00003
$25,000,000.00
Westside CBS #674 Office
Beverly Hills, California
November 4, 2004
On February 1,
2009, the undersigned, GW Services, Inc. a California
corporation ("Borrower"),
promises to pay to the order of City National Bank, a
national banking association
("CNB"), at its office in this city, in lawful
money of the United States of
America and in immediately available funds, the
principal sum of Twenty Five
Million Dollars ($25,000,000.00), or so much
thereof as may be advanced
and be outstanding, with interest thereon to be
computed on each advance from
the date of its disbursement at a rate computed on
the basis of a 360-day year,
actual days elapsed, equal to the Prime Rate of
CNB, as it exists from
time-to-time per year. "Prime Rate" shall mean the rate
most recently announced by
CNB at its principal office in Beverly Hills,
California, as its "Prime
Rate". Any change in the Prime Rate shall become
effective on the same
business day on which the Prime Rate shall change,
without
prior notice to
Borrower.
All or any
portion of the principal of this Note may be borrowed,
repaid
and reborrowed from time to
time prior to maturity, provided at the time of any
borrowing no Event of Default
(as herein defined) exists, and provided further
that the total borrowings
outstanding at any one time shall not exceed the
principal amount stated
above. Each borrowing and repayment hereunder shall be
noted in the books and
records of CNB. The excess of borrowings over repayments
shall evidence the principal
balance due hereon from time to time and at any
time. Borrowings hereunder
shall be conclusively presumed to have been made to
or for the benefit of
Borrower when made as noted in such books and records.
The Revolving
Credit Commitment shall be Twenty Five Million Dollars
($25,000,000.00) reduced by
$1,500,000.00 on each January 1, April 1, July 1,
and October 1 of any year
beginning January 1, 2006.
Interest accrued
on this Note shall be payable on the first day on each
month, commencing January 1,
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