TERM NOTE B
Exhibit
(b)(5)
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$4,500,000.00
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June
26, 2007
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FOR
VALUE
RECEIVED, XXXXXX TECHNOLOGIES COMPANY, a corporation organized and existing
pursuant to the laws of the Stale of Tennessee having an address at 000 Xxxxx
Xxxxxxxxxx Xxxx, Xxxxx Xxxxx, Xxx Xxxx 00000 (“Borrower”), promises to pay to
the order of KELTIC
FINANCIAL PARTNERS, LP (“Lender”)
a Delaware limited partnership with a place of business at 000 Xxxxxxxx Xxxxx
Xxxxxx, Xxxxx X-000, Xxx, Xxx Xxxx 00000, or at such other place as Lender
may
from time to time in writing designate, the sum of FOUR MILLION FIVE HUNDRED
THOUSAND DOLLARS AND 00/100 ($4,500,000.00), payable
in equal consecutive monthly installments of $53,571.43 each, commencing on
July
1, 2007 and on the first day of each month thereafter. Capitalized terms used
herein but not otherwise defined shall have the meanings set forth in that
certain Amended and Restated Loan Agreement dated the date hereof between
Borrower and Lender (as amended, the “Loan Agreement”, and together with all of
the other documents, instruments or agreements executed in connection therewith,
as the same may be modified, amended, restated or replaced from time to time,
the “Loan Documents”). The entire unpaid principal balance hereof, together with
the accrued interest thereon and accrued late charges, if any, and all other
sums due hereunder and/or under any of the other Loan Documents shall
be
due and payable on the Termination Date.
Xxxxxxxx
also promises to pay interest to Lender monthly, in arrears, on the first day
of
each month, commencing on July 1, 2007 on the outstanding principal balance
of
this Note at the rate set forth in Section
3.1
of the
Loan Agreement.
Any
partial prepayments made by the undersigned will be applied against the
remaining
unpaid payments due hereunder in the inverse order of the maturity of such
payments.
This
is
the “Term Loan B” referred to in the Loan Agreement and is entitled to the
benefits of all of the terms and conditions and the security of all of the
security interests and liens granted by Borrower or any other person to Lender
pursuant to the Loan Agreement or any of the other Loan Documents including,
without limitation, provisions regarding mandatory and/or optional prepayment
rights and premiums. Upon
the
occurrence of any Event of Default, the entire unpaid principal amount owed
Xxxxxx hereunder shall become immediately due and payable hereof without further
notice or demand.
Whenever
any payment to be made under this Note shall otherwise be due on a day
that
is not a Banking Day, such payment shall be made on the next succeeding Banking
Day, and
such
extension of time shall be included in computing interest in connection with
any
such payment.
Borrower
and all other parties who, at any time, may be liable hereon in any capacity
waive presentment, demand for payment, protest and notice of dishonor of this
Note. This Note may not be changed orally, but only by an agreement in writing
which is signed by the holder and the party or parties against whom enforcement
of any waiver, change, modification or discharge is sought.
This
Note
shall be governed by and construed under the internal laws of the State of
New
York, as the same may from time to time be in effect, without regard to
principles of conflicts of laws thereof.
Exhibit
(b)(5)
IN
WITNESS WHEREOF,
the
undersigned has executed this Note on the day and year first above
written.
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XXXXXX
TECHNOLOGIES COMPANY
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By:
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/s/
Xxxxx X. Xxxxxxx
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Name:
Xxxxx X. Xxxxxxx
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Title:
President and Chief Operating
Officer
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