TERM NOTE
$2,000,000 New York, New York
July 15, 1999
FOR VALUE RECEIVED, Westbury Metals Group, Inc., Westbury
International, Inc., a Delaware corporation, Westbury Alloys, Inc., a Delaware
corporation, and Reliable - West Tech, Inc., a Rhode Island corporation (the
"Makers"), DO HEREBY JOINTLY AND SEVERALLY PROMISE to pay to the order of
Alliance Capital Investment Corp. (the "Payee"), at the office of Payee in
lawful money of the United States of America, in immediately available funds,
the principal amount of two million dollars ($2,000,000) on July 15, 2001 or on
such earlier date or dates as said principal amount may become due and payable
pursuant to the Loan Agreement dated as of the date hereof, among the Makers and
the Payee(the "Agreement"), and pay interest from the date hereof, in like
money, on the dates specified in, and at the Interest Rate as defined in and
pursuant to, the Agreement, and, upon default, on demand as provided in
Paragraphs 8(l) of the Agreement. This Note is subject in all respects to the
Agreement including, without limitation, the Usury Savings Clause in Paragraph
8(m) thereof.
All payments required hereunder shall be made on or before noon New
York City time on the day in question.
This Note is the Term Note referred to in Paragraph 2(a) of the
Agreement, and is subject to prepayment provisions and acceleration of maturity
as set forth in the Agreement.
This Note is secured by a security interest in certain Collateral all
as set forth in the Agreement, the Security Agreement and the other Loan
Documents referred to therein.
In the event that the Payee engages counsel in order to enforce its
rights under this Note, the Borrowers shall jointly and severally pay all
reasonable legal fees and expenses incurred by the Payee, regardless of whether
litigation is commenced.
The Makers waive presentment, demand for payment, protest and notice of
protest or nonpayment and any other notice required to be given under applicable
law (other than notice expressly provided by the Agreement) in connection with
the enforcement of this Note.
This Note shall be governed by the laws of the State of New York
applicable to agreements executed and to be performed wholly within such State
without regard to principles of conflicts of law. To the extent that they may
legally do so, the Makers hereby (a) consent to the jurisdiction of the United
States District Court for the Southern and Eastern District of New York and
Supreme Court of the State of New York in the County of New York, Nassau or
Suffolk in any action relating to or arising out of this Note, (b) agrees that
any process in any action commenced in such court under this Agreement may be
served upon him personally, by certified or registered mail, return receipt
requested, or by an overnight courier service which obtains evidence of
delivery, with the same full force and effect as if personally served upon him
in New York City, Nassau County or Suffolk County, as the case may be, in
addition to any other method of service permitted by law, and (c) waives any
claim that the jurisdiction of any such tribunal is not a convenient forum for
any such action and any defense of lack of in personam jurisdiction with respect
thereto. MAKERS WAIVE RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY SUIT OR
ACTION ARISING OUT OF OR IN CONNECTION WITH THIS NOTE, TO THE EXTENT THAT THEY
MAY LEGALLY DO SO.
- 1 -
IN WITNESS WHEREOF, the Makers have executed this Note by their duly
authorized officers on the date first aforesaid.
WESTBURY METALS GROUP, INC. WESTBURY INTERNATIONAL, INC.
By:___________________________ By:_______________________________
Name: Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx
Title: President Title: President
WESTBURY ALLOYS, INC. RELIABLE - WEST TECH, INC.
By:___________________________ By:_______________________________
Name: Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx
Title: President Title: President
