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TERM NOTE
$309,000.00 April 9, 1997
FOR VALUE RECEIVED, the undersigned, Angeles Metal Trim Co., a
California corporation ("Borrower"), promises to pay to XXX Acquisition Group,
LLC, a Nebraska limited liability company ("Lender"), at Suite 900W, 0000
Xxxxxx Xxxxxx, Xxxxx, Xxxxxxxx 00000, or at any other place designated at any
time by the holder hereof, in lawful money of the United States of America, the
principal amount of THREE HUNDRED NINE THOUSAND AND NO/100 DOLLARS
($309,000.00) as described herein. Xxxxxxxx further promises to pay interest
(computed on the basis of a year consisting of twelve equal months) on the
principal balance of this Term Note (this "Note") outstanding from time to time
at the rate of 12.0% per annum.
Interest on this Note shall be payable monthly in arrears on the 1st
day of each month beginning with the 1st day of May, 1997. The principal of
this Note and accrued and unpaid interest hereon shall be due and payable in
full on April 9, 1999.
Borrower shall have the option at any time to prepay, without penalty,
the whole or a part of the principal of this Note. All prepayments shall be
applied first to accrued and unpaid interest and then to principal.
This Note is secured by a Pledge Agreement of even date herewith by
Stone Pine Colorado, LLC, a Guaranty of even date herewith of Stone Pine
Colorado, LLC and Consolidated Capital of North America, Inc. ("Consolidated
Capital" and together with Stone Pine Colorado, LLC, the "Guarantors") a
Security Agreement of even date herewith of Consolidated Capital and a Security
Agreement of even date herewith of Stone Pine Colorado.
The existence of any of the following conditions or the occurrence of
one of the following events, if not cured or waived within ten (10) days after
notice shall be an Event of Default of this Note:
(a) Borrower shall fail to make any payment of any installment
of interest or principal of this Note when due and payable;
or
(b) There occurs any "event of default" under and as defined in
the Pledge Agreement, the Guaranty or either Security
Agreement; or
(c) Any warranty or representation contained in the Loan
Agreement shall prove to have been false or incorrect or
breached in any material respect on the date as of which
made; or
(d) Any violation in any material respect of any covenant
contained in the Loan Agreement; or
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(e) Borrower, Consolidated Capital or Stone Pine Colorado shall
fail to pay any Credit Obligation (defined to mean any
obligation for the payment of borrowed money or the
installment purchase price of property or an account of a
lease of property, or any obligation under a guaranty or
suretyship agreement covering obligations of such type)
owing by it or them, or any interest or premium thereon,
when due, whether owed to Lender or any other person and
whether such Credit Obligation shall become due by
scheduled maturity, by required prepayment, by
acceleration, by demand, or otherwise, or Borrower,
Consolidated Capital or Stone Pine Colorado shall fail to
perform any term, covenant, or agreement on its or their
part to be performed under any agreement or instrument
evidencing or securing or relating to any such Credit
Obligation when required to be performed which continues
beyond any applicable grace period, if the effect of such
failure is to accelerate or to permit the holder or holders
of such Credit Obligations to accelerate the maturity of
such Credit Obligation, whether or not such failure to
perform shall be waived by the holder or holders of such
Credit Obligation; or
(f) Borrower is dissolved or liquidated, or Borrower makes an
assignment for the benefit of creditors, files a petition
in bankruptcy, is adjudicated insolvent or bankrupt,
petitions or applies to any tribunal for any receiver or
trustee of Borrower, commences any proceeding relating to
Borrower under any bankruptcy, reorganization, readjustment
of debt, dissolution or liquidation law or statute of any
jurisdiction, whether now or hereafter in effect, or there
is commenced against Borrower any such proceeding which
remains undismissed for a period of sixty days, or Borrower
by any act indicates its consent to, approval of or
acquiescence in any such proceeding or the appointment of
any receiver of or trustee for Borrower or any substantial
part of its property, or suffers any such receivership or
trusteeship to continue undischarged for a period of thirty
days; or
(g) Consolidated Capital is dissolved or liquidated, or
Consolidated Capital makes an assignment for the benefit of
creditors, files a petition in bankruptcy, is adjudicated
insolvent or bankrupt, petitions or applies to any tribunal
for any receiver or trustee of Consolidated Capital,
commences any proceeding relating to Consolidated Capital
under any bankruptcy, reorganization, readjustment of debt,
dissolution or liquidation law or statute of any
jurisdiction, whether now or hereafter in effect, or there
is commenced against Consolidated Capital any such
proceeding which remains undismissed for a period of sixty
days, or Consolidated Capital by any act indicates its
consent to, approval of or
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acquiescence in any such proceeding or the appointment of
any receiver of or trustee for Consolidated Capital or any
substantial part of its property, or suffers any such
receivership or trusteeship to continue undischarged for a
period of thirty days; or
(h) Stone Pine Colorado is dissolved or liquidated, or Stone
Pine Colorado makes an assignment for the benefit of
creditors, files a petition in bankruptcy, is adjudicated
insolvent or bankrupt, petitions or applies to any tribunal
for any receiver or trustee of Stone Pine Colorado,
commences any proceeding relating to Stone Pine Colorado
under any bankruptcy, reorganization, readjustment of debt,
dissolution or liquidation law or statute of any
jurisdiction, whether now or hereafter in effect, or there
is commenced against Stone Pine Colorado any such
proceeding which remains undismissed for a period of sixty
days, or Stone Pine Colorado by any act indicates its
consent to, approval of or acquiescence in any such
proceeding or the appointment of any receiver of or trustee
for Stone Pine Colorado or any substantial part of its
property, or suffers any such receivership or trusteeship
to continue undischarged for a period of thirty days; or
(i) Lender shall have determined that one or more conditions
exist or events have occurred which will result in a
material adverse change in the business, properties or
financial condition of the Borrower, Consolidated Capital
or Stone Pine Colorado.
Upon the happening of any one or more of the foregoing Events of
Default which shall be continuing (i) the unpaid balance of the principal
amount hereof shall become and be immediately due and payable without
presentation, demand, protest or other notice of any kind all of which are
expressly waived by Xxxxxxxx and (ii) the Borrower shall pay all costs and
expenses of collection, including attorneys' fees.
If any required payment under this Note is not paid within ten (10)
days after the same becomes due and payable, the same shall bear interest at a
rate which is five percent (5.0%) per annum in excess of the otherwise
applicable rate of interest.
This Note is fully transferable by Xxxxxx, without the consent of or
notice to, Borrower.
It is expressly stipulated and agreed to be the intent of Xxxxxxxx and
Lender at all times to comply with the applicable law governing the maximum
rate of interest payable on or in connection with all indebtedness and
transactions hereunder (or applicable United States federal law to the extent
that it permits Lender to contract for, charge, take, reserve or receive a
greater amount of interest). If the applicable law is ever judicially
interpreted so as to render
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usurious any amount of money or other consideration called for hereunder, or
contracted for, charged, taken, reserved or received with respect to any loan
or advance hereunder, or if acceleration of the maturity of this Note or the
indebtedness hereunder or if any prepayment by Borrower results in Xxxxxxxx's
having paid any interest in excess of that permitted by law, then it is
Xxxxxxxx's and Xxxxxx's express intent that all excess cash amounts theretofore
collected by Xxxxxx be credited on the principal balance of this Note (or if
this Note has been or would thereby be paid in full, refunded to Borrower), and
the provisions of this Note immediately be deemed reformed and the amounts
thereafter collectible hereunder reduced, without the necessity of the
execution of any new document, so as to comply with the applicable law, but so
as to permit the recovery of the fullest amount otherwise called for hereunder.
The right to accelerate maturity of this Note does not include the right to
accelerate any interest which has not otherwise accrued on the date of such
acceleration, and Lender does not intend to collect any unearned interest in
the event of acceleration.
THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF NEBRASKA.
ANGELES METAL TRIM CO.
a California corporation
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: Treasurer
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