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EXHIBIT 4.3
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TERM NOTE-A
$3,571,428.56 Detroit, Michigan
Dated: October 31, 1997
FOR VALUE RECEIVED, Xxxx Industries, Inc., a Wisconsin corporation (herein
called "Company") promises to pay to the order of _________ Bank, a Michigan
banking corporation, (herein called "Bank"), at its Main Office at 000 Xxxxxxxx
Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, the principal sum of Three Million Five
Hundred Seventy One Thousand Four Hundred Twenty Eight and 56/100 Dollars
($3,571,428.56) in lawful money of the United States of America payable in
quarterly installments of principal of One Hundred Seventy Eight Thousand Five
Hundred Seventy One and 43/100 Dollars ($178,571.43) each, commencing on
January 1, 1998 and on the first day of each calendar quarter thereafter until
November 1, 2002, when the entire unpaid balance of principal and interest
thereon shall be due and payable, together with interest thereon as hereinafter
set forth.
Company shall pay interest on the indebtedness outstanding under this Note
from time to time at the per annum rate equal to eight and nineteen one
hundredths percent (8.19%). Upon the occurrence of any event of default
described in the Loan Agreement (as defined below) and maturity of the
indebtedness hereunder (whether at stated maturity or by acceleration),
interest shall accrue on the unpaid principal balance at a per annum rate as
provided in the Loan Agreement referred to below. Interest shall be payable
quarterly commencing on the 1st day of January, 1998 and on the first day of
each calendar quarter thereafter. Interest shall be computed on a daily basis
using a year of 360 days and assessed for the actual number of days elapsed,
and, in such computation, effect shall be given to any change in the interest
rate resulting from a change in the Prime Rate on the date of such change in
the Prime Rate. "Prime Rate" shall mean the rate of interest established by
Bank as its prime rate as the same may be changed from time to time, which may
not necessarily be Bank's lowest rate for loans.
This Note evidences indebtedness incurred by Company under, is
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secured pursuant to, may be matured as set forth in, and shall be prepaid in
accordance with, the Second Amended and Restated Credit Agreement entered by
and between Company and Bank dated as of October 31, 1997 ("Loan Agreement"),
the terms and conditions of which are hereby incorporated herein. Upon an
event of default, as described in the Loan Agreement, Bank shall be entitled to
all of the rights and remedies described therein or to which it is entitled
under applicable law.
As additional security, Bank is granted a lien on all property and assets
(including deposits and other credits) of Company at any time in possession or
control (or owing by) Bank for any purpose.
If the interest and principal hereof are not fully paid at maturity hereof
(whether by demand or otherwise), Company shall pay the holder hereof all its
reasonable costs of collection of said principal and interest including, but no
limited to, reasonable attorney fees.
All agreements between Company and Bank pertaining to the indebtedness
described herein are expressly limited so that in no event whatsoever shall the
amount of interest paid or agreed to be paid to Bank exceed the highest rate of
interest permissible under applicable law. If, from any circumstances
whatsoever, fulfillment of any provision of the Loan Agreement, this Note or
any other instrument securing this Note or all or any part of the indebtedness
secured thereby, at the time performance of such provision shall be due, shall
involve exceeding the interest limitation validly prescribed by law which a
court of competent jurisdiction may deem applicable hereto, then, the
obligation to be fulfilled shall be reduced to an amount computed at the
highest rate of interest permissible under such applicable law, and if, for any
reason whatsoever, the Bank shall ever receive as interest an amount which
would be deemed unlawful under such applicable law, such interest shall be
automatically applied to the payment of the principal amount described herein
or otherwise owed by Company to Bank, (whether or not then due and payable) and
not to the payment of interest.
This Note replaces a Term Note dated September 29, 1995 in the original
principal amount of $3,600,000 by Company payable to Bank.
Company hereby waives presentment, demand, protest and notice
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of dishonor and agree that no obligation hereunder shall be discharged by any
extension, indulgence or release given to any guarantor or other person or by
the release or non-enforcement of any security or guaranty given in connection
herewith. Notwithstanding anything herein to the contrary, nothing shall limit
any rights granted Bank by other instruments or by law.
XXXX INDUSTRIES, INC.
By:____________________________
Its:__________________________
Attest:_______________________
Its:__________________________
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