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EXHIBIT 99.4
PROMISSORY NOTE
_______________, 199__
FOR VALUE RECEIVED, the undersigned, Synthetic Industries, L.P., a
Delaware limited partnership (the "Partnership"), hereby promises to pay to
Synthetic Industries, Inc., a Delaware corporation (the "Company"), or order,
the principal sum of ____________ Dollars (US$_____________) or such other
outstanding principal amount of all loans or advances made by the Company to or
for the account of the Partnership as noted by the Company on, and as evidenced
by, the grid attached hereto as Schedule I immediately upon the earliest of
(a) any sale of shares of common stock, par value $1.00 per share (the "Common
Stock") of the Company held by the Partnership for cash that results in the
Partnership holding less than 95% of the shares of Common Stock that it holds
on the date hereof; (b) the acquisition or exchange for cash or securities of
more than 25% of the shares of Common Stock that the Partnership holds on the
date hereof by a third party; or (c) the dissolution of the Partnership.
The Partnership also promises to pay interest on the outstanding
principal amount of this Note from the date advanced at a rate per annum equal
to the rate applicable at such time to loans made pursuant to Section __of the
Company's Fourth Amended and Restated Revolving Credit and Security Agreement,
dated as of October 30, 1995, among the Company, the financial institutions
named as Lenders therein and BankBoston, as Agent (as amended, modified or
supplemented from time to time, the "Credit Facility") or, if less, the maximum
rate permitted by law; provided, however, that interest shall accrued and be
payable, to the fullest extent permitted by law, on all overdue amounts payable
hereunder from the date due until paid at a rate per annum equal to the lesser
of (i) the rate per annum applicable in the previous sentence plus [2.00]% or
(ii) the maximum rate permitted by law. All such interest shall be payable at
such times as may be consented to by the Company, and at maturity.
This Note is also subject to the following terms and conditions:
1. NOTATION OF ADVANCES AND PAYMENTS. All loans or advances made by
the Company to or for the account of the Partnership hereunder, and all
payments made to the Company by or on behalf of the Partnership on account of
principal or interest due hereunder, shall be recorded and endorsed by the
Company on the grid attached to this Note, which grid constitutes a part of this
Note. Absent fraud or manifest error, the notations made by the Company on such
grid shall be prima facie evidence of the loans and advances, and all payments,
made respecting this Note.
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2. METHOD OF PAYMENT. Principal and accrued interest shall be payable,
at the Partnership's option, in either United States dollars or in shares of
Common Stock or a combination thereof. If all or any portion of such principal
or interest is paid in Common Stock, each share of Common Stock shall have a
value for this purpose equal to the closing bid price of the Common Stock on the
Nasdaq National Market at the time of such payment. Principal and interest shall
be paid at such place as the Company may designate to the Partnership.
3. PREPAYMENT. This Note is subject to prepayment, in whole or in part,
at any time and from time to time, without premium or penalty. Each prepayment
permitted or required hereunder shall be accompanied by the payment of all
accrued and unpaid interest through the date of such prepayment.
4. APPLICATION OF PAYMENTS. All payments received on this Note shall be
applied first to the payment of accrued interest and then to the reduction of
principal.
5. WAIVERS. The Partnership hereby waives presentment, demand for
payment, notice of dishonor, personal service, protest and notice of protest,
and any or all other notices or demands in connection with this Note and agrees
to pay all costs of collection and reasonable attorneys' fees in connection with
any default in the payment of this Note. The liability of the Partnership
hereunder shall be unconditional and shall not in any manner be affected by any
indulgence whatsoever granted or consented to by the Company including, but
without limitation, any extension of time, renewal, waiver or other
modification. Any failure by the Company to exercise any right hereunder shall
not be construed as a waiver of the right to exercise the same or any other
right at any time or from time to time. The remedies provided herein are
cumulative and not exclusive of any remedies provided by law.
6. MODIFICATION AND DISCHARGE. This Note may not be modified or
discharged orally, but only in writing duly executed by the Partnership and the
Company.
7. SEVERABILITY. If any provision of this Note or the application
thereof to any party or circumstances is held invalid or unenforceable, the
remainder of this Note and the application of such provision to other parties or
circumstances will not be affected thereby and the provisions of this Note shall
be several in any such instance.
8. GOVERNING LAW. This Note shall be governed by and interpreted in
accordance with the laws of the State of Delaware, without regard to the
conflicts of laws principles of such state and any applicable laws of the United
States of America.
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SYNTHETIC INDUSTRIES, L.P.
By: SI Management L.P., general partner
By: Synthetic Management G.P., general partner
By: Chill Investments, Inc., managing general partner
By:
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Xxxxxxx Xxxxx
President
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SCHEDULE I
ADVANCES AND PAYMENTS OF PRINCIPAL AND INTEREST
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Amount of Amount of Unpaid Unpaid
Amount of Subsequent Principal Paid Principal Amount of Interest Notation
Date Advance Loans or Prepaid Balance Interest Paid Balance Made by
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*
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* Represents outstanding balance of loans and advances made by the Company to the Partnership at the date hereof.
