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Exhibit 10.85
EXHIBIT L
PROMISSORY NOTE
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(Additional Equipment Term Loan)
$580,000.00 Cleveland, Ohio
March 10, 1999
FOR VALUE RECEIVED, LEXINGTON PRECISION CORPORATION, a corporation
organized under the laws of the State of Delaware ("LPC"), and LEXINGTON
COMPONENTS, INC., a corporation organized and existing under the laws of the
State of Delaware ("LCI") (hereinafter LPC and LCI are referred to each as
Borrower singularly and referred to jointly and severally as the "Borrowers,"
which term shall mean each of the companies individually and both of them
collectively), jointly and severally promise to pay to the order of BANK ONE, NA
(formerly known as Bank One, Akron, NA) (hereinafter referred to as the "Bank"),
the principal amount of FIVE HUNDRED EIGHTY THOUSAND AND NO/100 DOLLARS
($580,000.00) on March 1, 2006, or sooner as hereinafter provided, with interest
on the unpaid balance of said principal amount from the date hereof at a rate
per annum equal to one-quarter percent (.25%) in excess of the Base Rate (from
time to time in effect), as defined in the Agreement (as hereinafter defined).
If any installment of principal, interest or other amounts due and payable
hereunder are not paid when due, or within any applicable grace period set forth
in the Agreement, the Borrowers shall pay interest thereon at the rate of three
percent (3.0%) per annum in excess of the Base Rate, as the same may from time
to time be established but not to exceed the maximum rate allowed by law. Bank
shall have the right to assess a late payment processing fee in the amount of
the greater of FIFTY AND NO/100 DOLLARS ($50.00) or five percent (5 %) of the
scheduled payment in the event of a default in payment that remains uncured for
a period of at least ten (10) days.
The Borrowers agree to pay the principal amount of this Note in
eight-three (83) consecutive, equal monthly installments of SIX THOUSAND NINE
HUNDRED DOLLARS ($6,900.00) each, together with all accrued interest due at the
time of payment of each such installment of principal, commencing on April 1,
1999, and continuing on the first day of each month thereafter and a final
installment in the amount of the then remaining outstanding principal balance,
together with all accrued interest due at the time of payment of such
installment, on March 1, 2006. Monthly payments hereunder shall be applied first
to interest due and the balance to reduction of the principal amount
outstanding.
Payments of both principal of and interest on this Note shall be made
in lawful money of the United States of America, at 00 Xxxxx Xxxx Xxxxxx, Xxxxx,
Xxxx 00000-0000, or at such other place as the Bank or any subsequent holder
hereof shall have designated to the Borrowers in writing. Interest payable on
this Note shall be computed on a three hundred sixty (360) day per year basis
counting the actual number of days elapsed. If any payment under this Note
becomes due and
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payable on a day which is not a Business Day (as defined in this Agreement),
payment thereof shall be made on the immediately succeeding Business Day.
This Note is issued pursuant to and is entitled to the benefits of a
Credit Facility and Security Agreement dated as of January 31, 1997, by and
among the Borrowers and the Bank (as amended, and as the same may from time to
time be further amended, restated or otherwise modified, the "Agreement"), to
which Agreement reference is hereby made for a statement of the rights and
obligations of the Bank and the duties and obligations of the Borrowers in
relation thereto; but neither this reference to said Agreement nor any
provisions thereof shall affect or impair the absolute and unconditional
obligation of the Borrowers to pay the principal of or interest on this Note
when due.
The Borrowers may prepay all or any portion of this Note at any time
and in any amount without penalty or premium, provided that all prepayments
shall be applied to installments of principal in the inverse order of their
maturities.
If an Event of Default, as defined in the Agreement, shall occur and
shall be continuing, the principal of this Note may be declared immediately due
and payable at the option of the Bank.
In the event that the Borrowers fail to pay any regularly scheduled
principal or interest payment on this Note when due (other than as a result of
acceleration thereof based on a default or event of default other than the
failure to make any such regularly scheduled payments of principal or interest
on the Note when due) which failure is not cured within the ten (10) day cure
period provided in Section 6A of the Agreement (a "Payment Default"), or if an
Event of Default occurs and is continuing, which arises from fraudulent act(s)
or practice(s) of either Borrower which Event of Default is not cured within
three (3) Business Days after the Borrowers' receipt of written notice thereof
from the Bank (a "Fraud Default"), the Borrowers hereby authorize any
attorney-at-law to appear in any court of record in the State of Ohio, or in any
other state or territory of the United States, at any time or times after the
above sum becomes due, and waive the issuance and service of process and confess
judgment against it, in favor of any holder of this Note, for the amount then
appearing due, together with the costs of suit, and thereupon to release all
errors and waive all rights of appeal and stay of execution. The foregoing
warrant of attorney shall survive any judgment, it being understood that should
any judgment be vacated for any reason, the foregoing warrant of attorney
nevertheless may thereafter be used for obtaining an additional judgment or
judgments. To the extent that the provisions of the cognovit warning set forth
above the Borrowers' signatures specifically contradict the provisions of this
paragraph regarding the requirement of a Payment Default or a Fraud Default to
take a cognovit judgment, the provisions of this paragraph control.
No delay on the part of any holder hereof in exercising any power or
rights hereunder shall operate as a waiver of any power or rights. Any demand or
notice hereunder to the Borrowers shall be deemed duly given or made when sent,
if given by telecopier, when delivered, if given by personal delivery or
overnight commercial carrier, or the fifth calendar day after deposit in the
United States
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mail, certified mail, return receipt requested, addressed to the address (or
telecopier number) set forth in Rider A of the Agreement or such other address
or telecopier number as may be hereafter designated in writing by the Borrowers
to the Bank.
This note is executed at Cleveland, Cuyahoga County, Ohio.
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WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL.
IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT
YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU
REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER FOR RETURNED
GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR
ANOTHER CAUSE.
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LEXINGTON PRECISION CORPORATION
("Borrower")
By: Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: Senior Vice President and Assistant Secretary
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LEXINGTON COMPONENTS, INC.
("Borrower")
By: Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: Senior Vice President and Assistant Secretary
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