FRUEHAUF TRAILER CORPORATION
AND SUBSIDIARIES
$55,000,000 New York, New York
October 9, 1996
FOR VALUE RECEIVED, FRUEHAUF TRAILER CORPORATION, a
Delaware corporation, as debtor and debtor-in possession
("FTC"), and EACH OF THE SUBSIDIARIES OF FTC LISTED ON THE
SIGNATURE PAGES HERETO, as debtor and debtor-in
possession, (FTC and such Subsidiaries jointly and
severally, ``Borrowers'' and, individually, each a
``Borrower''), jointly and severally promise to pay to the
order of XXXXXXXXX, L.L.C., a Delaware limited liability
company (``Lender''), on or before the Commitment
Termination Date (as defined in the Credit Agreement
referred to below), the lesser of (i) FIFTY FIVE
MILLION DOLLARS ($55,000,000) and (ii) the unpaid
principal amount of all Loans made by Lender to Borrowers
as Borrowing Base Loans and/or Overadvance Loans under the
Credit Agreement referred to below.
Borrowers also, jointly and severally, promise to pay
interest on the unpaid principal amount of the Borrowing
Base Loans and Overadvance Loans, from the date hereof
until paid in full, at the rates and at the times which
shall be determined in accordance with the provisions of
that certain Debtor-In-Possession Credit Agreement, dated
as of October 9, 1996, by and among Borrowers and Lender
(said Credit Agreement, as may be amended, restated,
supplemented or otherwise modified from time to time,
being the ``Credit Agreement''; the terms defined therein
and not otherwise defined herein being used herein as
therein defined).
This Note is issued pursuant to and entitled to the
benefits of the Credit Agreement, to which reference is
hereby made for a more complete statement of the terms and
conditions under which the Loans evidenced hereby were
made and are to be repaid, and to the benefits of all
collateral security therefor.
All payments of principal and interest in respect of
this Note shall be made in lawful money of the United
States of America in same day funds in accordance with the
terms of the Credit Agreement. Until notified in writing
of the transfer or assignment of this Note in accordance
with and subject to the terms of the Credit Agreement,
Borrowers shall be entitled to deem Lender or any
subsequent permitted assignee of this Note as the owner
and holder of this Note. Each of Lender and any
subsequent permitted assignee of this Note agrees, by its
acceptance hereof, that before disposing of this Note or
any part hereof it will make a notation hereon of all
principal payments previously made hereunder and of the
date to which interest hereon has been paid; provided,
however, that the failure to make a notation of any
payment made on this Note shall not limit or otherwise
affect the obligations of Borrowers hereunder with respect
to payments of principal of or interest on this Note.
2
Whenever any payment on this Note shall be stated to
be due on a day which is not a Business Day, such payment
shall be made on the next succeeding Business Day and such
extension of time shall be included in the computation of
the payment of interest on this Note.
This Note is subject to mandatory prepayment as
provided in subsection 2.4A(ii) of the Credit Agreement.
THE CREDIT AGREEMENT AND THIS NOTE SHALL BE GOVERNED
BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE
GENERAL OBLIGATION LAWS OF THE STATE OF NEW YORK), WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES.
Upon the occurrence of an Event of Default, the
unpaid balance of the principal amount of this Note,
together with all accrued and unpaid interest thereon, may
become, or may be declared to be, due and payable in the
manner, upon the terms and conditions and with the effect
provided in the Credit Agreement.
The terms of this Note are subject to amendment only
in the manner provided in the Credit Agreement.
No reference herein to the Credit Agreement and no
provision of this Note or the Credit Agreement shall alter
or impair the obligations of Borrowers, which are absolute
and unconditional, to pay the principal of and interest on
this Note at the place, at the respective times, and in
the currency herein prescribed.
Borrowers promise to pay all reasonable costs and
expenses, including reasonable attorneys' fees, all as
provided in subsection 9.2 of the Credit Agreement,
incurred in the collection and enforcement of this Note.
Borrowers and any endorsers of this Note hereby consent
to renewals and extensions of time at or after the
maturity hereof, without notice, and hereby waive
diligence, presentment, protest, demand and notice of
every kind and, to the full extent permitted by law, the
right to plead any statute of limitations as a defense to
any demand hereunder.
3
IN WITNESS WHEREOF, Xxxxxxxxx have caused this Note
to be duly executed and delivered by its officer thereunto
duly authorized as of the date and at the place first
written above.
FRUEHAUF TRAILER CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President - Treasurer
FGR, INC.
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President - Treasurer
FRUEHAUF CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President - Treasurer
MARYLAND SHIPBUILDING & DRYDOCK
COMPANY
By: /s/ Xxxx X. Xxxxxx
---------------------
Name: Xxxx X. Xxxxxx
Title: President
4
THE XXXXXX CO.
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President - Treasurer
FRUEHAUF INTERNATIONAL LIMITED
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President - Treasure
DEUTSCHE-FRUEHAUF HOLDING
CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President - Treasurer
JACKSONVILLE SHIPYARDS, INC.
By: /s/ Xxxx X. Xxxxxx
---------------------
Name: Xxxx X. Xxxxxx
Title: President
X.X. HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President - Treasurer
5
E.L. DEVICES, INC.
By: /s/ Xxxx X. Xxxxxx
---------------------
Name: Xxxx X. Xxxxxx
Title: President
