EXHIBIT 10.13
AMENDED AND RESTATED TERM NOTE
$412,000
August 25, 1999
New York, New York
For value received, the receipt and sufficiency of which are hereby
acknowledged, POLYCHEM CORPORATION, a Pennsylvania corporation ("Borrower"),
hereby promises to pay to the order of GENERAL ELECTRIC CAPITAL CORPORATION, a
New York corporation ("Lender"), $412,000, together with interest on the unpaid
balance of such amount from the date of this Note. This Note is the Term Note
issued under the Loan and Security Agreement between Borrower and Lender of even
date herewith (said agreement, as the same may be amended, restated or
supplemented from time to time, being herein called the "Agreement") to which a
reference is made for a statement of all of the terms and conditions of the Loan
evidenced hereby. Capitalized terms not defined in this Note shall have the
respective meanings assigned to them in the Agreement. This Note is secured by
the Agreement, the other Loan Documents and the Collateral, and is entitled to
the benefit of the rights and security provided thereby.
Interest on the outstanding principal balance under this Note is payable at the
Term Loan Rate or, under the circumstances contemplated by the Agreement, at the
Default Rate, in immediately available United States Dollars at the time and in
the manner specified in the Agreement. The outstanding principal and interest
under this Note shall be immediately due and payable on the Commitment
Termination Date, and prior to the Commitment Termination Date, the outstanding
principal shall be due and payable in accordance with the schedule attached as
Schedule G-1 hereto and incorporated herein by reference.
Payments received by Lender shall be applied against principal and interest as
provided for in the Agreement. To the fullest extent permitted by applicable
law, Borrower waives: (a) presentment, demand and protest, and notice of
presentment, dishonor, intent to accelerate, acceleration, protest, default,
nonpayment, maturity, release, compromise, settlement, extension or renewal of
any or all of the Obligations, the Loan Documents or this Note; (b) all rights
to notice and a hearing prior to Lender's taking possession or control of, or to
Lender's replevy, attachment or levy upon, the Collateral or any bond or
security that might be required by any court prior to allowing Lender to
exercise any of its remedies; and (c) the benefit of all valuation, appraisal
and exemption laws.
Xxxxxxxx acknowledges that this Note is executed as part of a commercial
transaction and that the proceeds of this Note will not be used for any personal
or consumer purpose.
Xxxxxxxx agrees to pay to Xxxxxx all Fees and expenses described in the
Agreement.
Upon the occurrence of any one or more of the Events of Default specified in the
Agreement, all amounts then remaining unpaid on this Note shall become, or may
be declared to be, immediately due and payable, all as provided therein.
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This Note amends and restates the Note dated September 30, 1998 in the original
principal amount of $1,500,000.
XXXXXXXX ACKNOWLEDGES THAT XXXXXXXX HAS WAIVED THE RIGHT TO TRIAL BY
JURY IN ANY ACTION OR PROCEEDING ON THIS NOTE. THIS NOTE IS GOVERNED BY
THE LAW OF THE STATE OF NEW YORK.
POLYCHEM CORPORATION
By: /s/ Xxxx X. XxXxxxxx
------------------------
Name: Xxxx X. XxXxxxxx
Title: Chairman and CEO
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SCHEDULE G-1 TO AMENDED AND RESTATED TERM NOTE DATED August 25, 1999
IN THE ORIGINAL PRINCIPAL AMOUNT OF $412,000
MADE BY POLYCHEM CORPORATION
Amortization Schedule
The Term Loan shall amortize in equal monthly principal installments of $8,000
payable on the first day of each month, with a balloon payment of the remaining
outstanding balance on the Commitment Termination Date.
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