REPLACEMENT TERM LOAN I PROMISSORY NOTE
$3,148,452.34 June 30, 1998
FOR VALUE RECEIVED, the undersigned, XXXXXXXX CONTROLS, INC. a Delaware
corporation, AGROTEC XXXXXXXX, INC., a Delaware corporation, APTEK XXXXXXXX,
INC., a Delaware corporation, GEOFOCUS, INC., a Florida corporation, XXXXXX
XXXXXXXX, INC., a Delaware corporation, KENCO/XXXXXXXX, INC., a Delaware
corporation, NESC XXXXXXXX, INC., a Delaware corporation, PREMIER PLASTIC
TECHNOLOGIES, INC., a Delaware corporation, WACCAMAW WHEEL XXXXXXXX, INC., a
Delaware corporation, XXXXXXXX CONTROLS INDUSTRIES, INC., a Delaware
corporation, XXXXXXXX TECHNOLOGIES, INC., a Delaware corporation, XXXXXXXX WORLD
TRADE, INC., a Delaware corporation, XXXXXXXX AUTOMOTIVE, INC., a Delaware
corporation, TECHWOOD XXXXXXXX, INC., a Delaware corporation, (each individually
referred to as "Borrower" and all collectively referred to as "Borrowers")
hereby jointly and severally promise to pay to the order of Xxxxx Fargo Bank,
National Association ("Bank") the principal sum of Three Million One Hundred
Forty-Eight Thousand Four Hundred Fifty-Two and 34/100 Dollars ($3,148,452.34)
on the earlier of (A) in monthly principal payments of $42,456.65 each on the
first day of each month beginning July 1, 1998 and the outstanding principal
balance on the Maturity Date or (B) as otherwise required pursuant to the terms
of the Credit Agreement referred to below.
This promissory note is one of the Notes referred to in, and subject to the
terms of, that certain Credit Agreement among Borrowers and Bank dated as of
July 11, 1997 as amended by the First Amendment to Credit Agreement of even date
herewith (as further amended, modified or supplemented from time to time, the
"Credit Agreement"). This promissory note replaces that certain Term Loan I
Promissory Note dated July 11, 1997 (the original of which is attached hereto)
in the original principal amount of $4,430,000 executed by Borrowers, Ajay
Sports, Inc., Leisure Life, Inc., Palm Springs Golf, Inc. and Ajay Leisure
Products, Inc. This promissory note is not a novation; it is executed for the
purpose of evidencing the changed terms set forth in the First Amendment to
Credit Agreement of even date herewith. Capitalized terms used herein shall have
the respective meanings assigned to them in the Credit Agreement.
Xxxxxxxx further promises to pay interest on the outstanding principal
balance hereof at the interest rates, and payable on the dates, set forth in the
Credit Agreement. All payments of principal and interest hereunder shall be made
to Bank at Bank's office in lawful money of the United States and in same day or
immediately available funds.
Bank is authorized but not required to record the date and amount of each
payment of principal and interest hereunder, and the resulting unpaid principal
balance hereof, in Bank's internal records, and any such recordation shall be
prima facie evidence of the accuracy of the information so recorded; provided
however, that Bank's failure to so record shall not limit or otherwise affect
Xxxxxxxx's obligations hereunder and under the Credit Agreement to repay the
principal hereof and interest hereon.
The Credit Agreement provides, among other things, for acceleration (which
in certain cases shall be automatic) of the maturity hereof upon the occurrence
of certain stated events, in each case without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived by
Borrowers.
Borrowers' obligations evidenced by this promissory note are secured by the
collateral described in the Loan Documents. The Loan Documents describe the
rights of Bank and any other holder hereof with respect to the collateral.
In the event of any conflict between the terms of this promissory note and
the terms of the Credit Agreement, the terms of the Credit Agreement shall
control.
This promissory note shall be governed by and construed in accordance with
the laws of the State of Oregon.
UNDER OREGON LAW, MOST AGREEMENTS, PROMISES, AND COMMITMENTS MADE BY BANK
AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT
FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S
RESIDENCE, MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY BANK TO BE
ENFORCEABLE.
XXXXXXXX CONTROLS, INC. AGROTEC XXXXXXXX, INC.
By /s/ Xxxxxx X. Xxxxxxx By /s/ Xxxxxx X. Xxxxxxx
---------------------------- ----------------------------
Chief Financial Officer and Chief Financial Officer and
Chief Administrative Officer Chief Administrative Officer
APTEK XXXXXXXX, INC. GEOFOCUS, INC.
By /s/ Xxxxxx X. Xxxxxxx By /s/ Xxxxxx X. Xxxxxxx
---------------------------- ----------------------------
Chief Financial Officer and Chief Financial Officer and
Chief Administrative Officer Chief Administrative Officer
XXXXXX XXXXXXXX, INC. KENCO/XXXXXXXX, INC.
By /s/ Xxxxxx X. Xxxxxxx By /s/ Xxxxxx X. Xxxxxxx
---------------------------- ----------------------------
Chief Financial Officer and Chief Financial Officer and
Chief Administrative Officer Chief Administrative Officer
NESC XXXXXXXX, INC. PREMIER PLASTIC TECHNOLOGIES, INC.
By /s/ Xxxxxx X. Xxxxxxx By /s/ Xxxxxx X. Xxxxxxx
---------------------------- ----------------------------
Chief Financial Officer and Chief Financial Officer and
Chief Administrative Officer Chief Administrative Officer
WACCAMAW WHEEL XXXXXXXX, INC. XXXXXXXX CONTROLS INDUSTRIES, INC.
By /s/ Xxxxxx X. Xxxxxxx By /s/ Xxxxxx X. Xxxxxxx
---------------------------- ----------------------------
Chief Financial Officer and Chief Financial Officer and
Chief Administrative Officer Chief Administrative Officer
XXXXXXXX TECHNOLOGIES, INC. XXXXXXXX WORLD TRADE, INC.
By /s/ Xxxxxx X. Xxxxxxx By /s/ Xxxxxx X. Xxxxxxx
---------------------------- ----------------------------
Chief Financial Officer and Chief Financial Officer and
Chief Administrative Officer Chief Administrative Officer
XXXXXXXX AUTOMOTIVE, INC. XXXXXXXX XXXXXXXX, INC.
By /s/ Xxxxxx X. Xxxxxxx By /s/ Xxxxxx X. Xxxxxxx
---------------------------- ----------------------------
Chief Financial Officer and Chief Financial Officer and
Chief Administrative Officer Chief Administrative Officer
