EXHIBIT C
THIS DEBT INSTRUMENT IS
ISSUED WITH OID
THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE
"SECURITIES ACTS"), AND IS NOT TRANSFERABLE, EXCEPT PURSUANT TO AN EFFECTIVE
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REGISTRATION STATEMENT UNDER THE SECURITIES ACTS, OR EXEMPTIONS FROM
REGISTRATION THEREUNDER. Furthermore, the security represented hereby is only
transferable pursuant to the provisions of Article VIII of that certain Senior
Subordinated Loan Agreement of even date herewith among Weider Nutrition Group,
Inc., Wynnchurch Capital Partners, L.P and Wynnchurch Capital Partners Canada,
L.P A copy of such Article of the Senior Subordinated Loan Agreement will be
furnished by the issuer to the holder hereof upon written request therefor by
holder.
THIS PROMISSORY NOTE (THIS "INSTRUMENT") IS SUBJECT TO A SUBORDINATION
AGREEMENT, DATED AS OF JUNE 30, 2000, AMONG BANKERS TRUST COMPANY, A NEW YORK
BANKING CORPORATION, ACTING IN ITS CAPACITY AS AGENT, WYNNCHURCH CAPITAL
PARTNERS, L.P., A DELAWARE LIMITED PARTNERSHIP AND WYNNCHURCH CAPITAL PARTNERS
CANADA, L.P., AN ALBERTA LIMITED PARTNERSHIP. THIS PROMISSORY NOTE IS
SUBORDINATED IN RIGHT TO AND TIME OF PAYMENT TO THE PRIOR PAYMENT IN FULL IN
CASH OF ALL SENIOR OBLIGATIONS (AS DEFINED IN SUCH SUBORDINATION AGREEMENT) IN
ACCORDANCE WITH THE TERMS OF SUCH SUBORDINATION AGREEMENT AND EACH HOLDER OF
THIS PROMISSORY NOTE, BY SUCH HOLDER'S ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO
BE BOUND BY THE TERMS AND PROVISIONS OF SUCH SUBORDINATION AGREEMENT.
WEIDER NUTRITION GROUP, INC.
SENIOR SUBORDINATED NOTE
$4,795,534 June 30, 0000
Xxxxxxx, Xxxxxxxx
FOR VALUE RECEIVED, the undersigned, WEIDER NUTRITION GROUP, INC., a Utah
corporation (the "Company"), (together with its successors and assigns, the
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"Borrower"), hereby promises to pay to the order of WYNNCHURCH CAPITAL PARTNERS,
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L.P. ("Lender"), the principal sum of Four Million Seven Hundred Ninety Five
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Thousand Five Hundred Thirty Four Dollars ($4,795,534), together with interest
thereon, which shall be due and payable as provided herein.
This promissory note is one of the "Senior Subordinated Notes" referred to
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in, and Lender is entitled to the benefits of, that certain Senior Subordinated
Loan Agreement of even date herewith (the "Loan Agreement") among the Borrower,
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Lender and Wynnchurch Capital Partners Canada, L.P. The terms and provisions of
the Loan Agreement are deemed incorporated herein by this reference and this
Senior Subordinated Note shall be subject in all respects to the terms and
provisions of the Loan Agreement, as the same may be hereafter amended from time
to time. Unless otherwise defined herein, all capitalized terms used herein
shall have the meanings set forth in the Loan Agreement.
1. Payment of Interest.
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(a) So long as no Event of Default has occurred and is continuing,
interest shall accrue from the date hereof on the unpaid principal amount
of this Senior Subordinated Note from time to time outstanding until paid,
computed on the basis of a 360-day year for the actual number of days
elapsed, at a fixed annual rate of 13.00%.
(b) Interest shall be due and payable quarterly in arrears on each
Quarterly Payment Date commencing on September 30, 2000. In addition, all
accrued and unpaid interest shall be paid upon the payment in full of the
outstanding principal amount of this Senior Subordinated Note and, if
payment in full is not paid when due, thereafter on demand.
2. Additional Interest. After the occurrence and during the continuance
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of any Event of Default, Obligations of the Borrower shall bear interest from
the date of the occurrence of the Event of Default, payable on demand, at the
rate of 16.00% per annum.
3. Payment of Principal. The aggregate principal of this Senior
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Subordinated Note shall be paid in full on June 30, 2006, subject to the
provisions of the Loan Agreement concerning mandatory and optional prepayments.
4. Payment Instructions. All payments of principal, interest, and any
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other amounts due and payable hereunder shall be made prior to 12:00 p.m.,
Chicago, Illinois, time, on the due date, by wire transfer of immediately
available funds to Lender's account as specified in Schedule 2.5 of the Loan
Agreement (or at any other payment office in the United States previously
designated to the Borrower by Lender in writing), in lawful money of the United
States of America.
5. Events of Default; Acceleration of Payments. Under certain
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circumstances described in Article 7 of the Loan Agreement, the occurrence of an
Event of Default may result in the acceleration of any and all Obligations of
the Borrower hereunder and the same may thereupon become immediately due and
payable.
6. Taxes. All payments made by Borrower pursuant to this Note shall be
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made free and clear of, and without deduction or withholding for or on account
of, any Withholding Taxes. If Borrower, Lender or any other Person is required
by any law or regulation (or by the interpretation or administration thereof) to
make any deduction or withholding from any such payment with respect to
Withholding Taxes, Borrower shall (i) pay an increased amount as will result
(after deduction of such Withholding Taxes) in the payment to Lender of the
amount that would have been payable had no such withholding or deduction been
required and (ii) pay the full amount withheld or deducted to the appropriate
governmental body in accordance with applicable law.
7. Miscellaneous.
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(a) Pursuant to 26 C.F.R. (S)1.1275-3, the Company states that its
President or Chief Executive Officer, as representative of the Borrower,
located at 0000 Xxxxx 0000 Xxxx, Xxxx Xxxx Xxxx, Xxxx, will make available
on request to the holder of this debt instrument, the following
information: issue price, amount of original issue discount, issue date and
yield to maturity.
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(b) Except as otherwise expressly provided in the Loan Agreement, the
Borrower whether as maker, endorser or otherwise, waives presentment,
demand, notice, protest and all other demands and notices in connection
with the delivery, acceptance, performance, default or enforcement of this
Senior Subordinated Note.
(c) The Borrower agrees to pay all reasonable costs and expenses,
including, without limitation, reasonable attorneys' fees and expenses,
expended or incurred by Lender in connection with the enforcement of this
Senior Subordinated Note, the collection of any sums due hereunder, any
actions for declaratory relief in any way related to this Senior
Subordinated Note or the protection or preservation of any rights of Lender
hereunder.
(d) Any and all notices, elections, demands, requests and responses
thereto permitted or required to be given by or under this Senior
Subordinated Note shall be given as provided in Section 8.5 of the Loan
Agreement.
(e) This Senior Subordinated Note shall be deemed to be a contract
under the laws of the State of Illinois and for all purposes shall be
governed by and construed and enforced in accordance with the laws of the
State of Illinois, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of Illinois or any other
jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Illinois.
(f) The covenants of the Borrower set forth herein shall be binding
upon the Borrower and its successors and assigns and shall inure to the
benefit of Lender and its successors and assigns.
(g) Notwithstanding anything contained in this Senior Subordinated
Note to the contrary, principal payments under this Senior Subordinated
Note shall not be deferred beyond the last day of the twenty-first, twenty-
second or twenty-third accrual periods, respectively, if any deferral
beyond such date would result in this Senior Subordinated Note being
treated as an "applicable high yield discount obligation" under sections
163(e)(5) and (i) of the Code (it being understood that the provisions of
this Section 7(g) shall apply only to the extent necessary to achieve the
objective herein described and shall apply only to amounts treated as
interest or original issue discount under the Code). Such payments of
principal are unconditionally payable.
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IN WITNESS WHEREOF, the undersigned have duly executed this Senior
Subordinated Note as of the date first written above.
WEIDER NUTRITION GROUP, INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
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Its: CFO
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