1
EXHIBIT 10.70
TERM A NOTE
$4,375,000.00 Dated: May 2, 2000
New York, New York
FOR VALUE RECEIVED, Decora, Incorporated, a Delaware corporation (the
"Borrower"), HEREBY PROMISES TO PAY to the order of Ableco Finance LLC (the
"Lender") (i) the principal amount of FOUR MILLION THREE HUNDRED SEVENTY-FIVE
THOUSAND AND 00/100 DOLLARS ($4,375,000.00), or if less, the aggregate unpaid
principal amount of the Term Loan A (as defined in the Financing Agreement
hereinafter referred to) made by the Lender to the Borrower, payable in such
installments and at such times as are specified in the Financing Agreement, and
(ii) interest on the unpaid principal amount hereof from the date hereof until
all such principal amount is paid in full, at such interest rates, and payable
at such times, as are specified in the Financing Agreement.
Notwithstanding any other provision of this Term A Note, interest paid
or becoming due hereunder shall in no event exceed the maximum rate permitted by
applicable law. Both principal and interest are payable in lawful money of the
United States of America in immediately available funds to The CIT
Group/Business Credit, Inc., as administrative agent (the "Administrative
Agent"), at its office located at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx
Xxxx, 00000 or such other office as the Administrative Agent may designate.
The Term Loan A made by the Lender to the Borrower pursuant to the
Financing Agreement, and all payments made on account of principal hereof, shall
be recorded by the Lender and, prior to any transfer hereof, indorsed on the
schedule attached hereto which is a part of this Term A Note.
This Term A Note is a registered Note and, as provided in and subject to
the terms of the Financing Agreement, this Term A Note and the Term Loans A
evidenced hereby may be transferred in whole or in part only upon surrender of
this Term A Note to the Borrower for registration of transfer or exchange (and
in the case of a surrender for registration of transfer, duly endorsed or
accompanied by a written instrument of transfer, duly executed by the registered
holder of this Term A Note or its attorney duly authorized in writing), at which
time a new Term A Note for a like principal amount will be issued to, and
registered in the name of, the permitted transferee as provided in Section
12.07(b) of the Financing Agreement. Reference in this Term A Note to a "holder"
shall mean the person or entity in whose name this Term A Note is at the time
registered in the register maintained by the Borrower as provided in Section
12.07(b) of the Financing Agreement and, prior to due presentment for
registration of transfer, the Borrower may treat such person or entity as the
owner of this Term A Note for the purpose of receiving payment and all other
purposes, and the Borrower will not be affected by any notice to the contrary.
1
2
This Term A Note is one of the Term A Notes referred to in, and is
entitled to the benefits of, the Financing Agreement dated as of May 2, 2000 (as
amended or otherwise modified from time to time, the "Financing Agreement"), by
and among Decora Industries, Inc, the Borrower, the financial institutions from
time to time party to the Financing Agreement (each a "Lender" and collectively,
the "Lenders"), the Administrative Agent, and Ableco Finance LLC, as collateral
agent for the Lenders. The Financing Agreement, among other things, contains
provisions for the acceleration of the maturity of the unpaid principal amount
of this Term A Note upon the happening of certain stated events of default and
also for prepayments on account of principal hereof prior to the maturity hereof
upon the terms and conditions specified therein. The Borrower hereby waives
presentment for payment, demand, protest and notice of dishonor of this Term A
Note.
This Term A Note shall be governed by, and construed and interpreted in
accordance with, the internal laws of the State of New York applicable to
contracts made and to be performed therein without consideration as to choice of
law.
DECORA, INCORPORATED
By:
---------------------------------
Name:
---------------------------
Title:
--------------------------
2
3
DECORA, INCORPORATED
TERM LOAN A AND REPAYMENT OF PRINCIPAL
Amount Principal Principal Notation
of Term Loan A Paid or Prepaid Balance Made By
-------------- --------------- --------- --------
