TERM NOTE B
$16,000,000.00 October 4, 1995
FOR VALUE RECEIVED, CENTRAL PRODUCTS ACQUISITION CORP., a Delaware
corporation ("Borrower"), promises to pay to the order of XXXXXX FINANCIAL,
INC., a Delaware corporation ("Payee"), on or before the Term Loan B Expiry Date
(as defined in the Credit Agreement referred to below), the lesser of
(i) SIXTEEN MILLION and No/100 DOLLARS ($16,000,000.00), or (ii) the unpaid
principal amount of all advances made by Payee to Borrower in connection with
Term Loan B under the Credit Agreement referred to below.
Borrower also promises to pay interest on the unpaid principal amount of
this Term Note B at the rates and at the times which shall be determined in
accordance with the provisions of the Credit Agreement dated as of September 29,
1995, by and among Borrower, Spinnaker Industries, Inc. and Xxxxxx Financial,
Inc. (said Credit Agreement, as it may hereafter be amended, restated,
supplemented or otherwise modified from time to time, being the "Credit
Agreement"; capitalized terms used herein without definition shall have the
meanings set forth in the Credit Agreement).
This Term Note B is the "Term Note B" as defined in the Credit Agreement
and 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 Term Loan B evidenced hereby is made and is to be
repaid. This Term Note B is executed to evidence the indebtedness incurred under
the Term Loan B made pursuant to the Credit Agreement.
Borrower shall make principal payments on this Term Note B on such dates
as required pursuant to the terms of the Credit Agreement and in an amount
determined in accordance with the provisions thereof; provided that the last
such installment shall be in an amount sufficient to repay the entire unpaid
principal balance on this Term Note B, together with all unpaid interest
thereon.
All payments of principal and interest due in respect of this Term Note
B shall be made without deduction, defense, set-off or counterclaim, in lawful
money of the United States of America, and in same day funds and delivered to
Xxxxxx by wire transfer to Xxxxxx'x Account, ABA No. 0000-0000-0, Account No.
0000000 at First National Bank of Chicago, One First National Plaza, Chicago,
Illinois 60670, Reference: Xxxxxx Corporate Finance Group for the benefit of
Central Products Acquisition Corp. or at such other place as shall be designated
by notice for such purpose in accordance with the terms of the Credit Agreement.
Whenever any payment on this Term Note B 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 Term Note B.
Payee and any subsequent holder of this Term Note B agree that before
disposing of this Term Note B 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 Term Note B shall not limit, enlarge or
otherwise affect the obligation of Borrower hereunder with respect to payments
of principal or interest on this Term Note B.
This Term Note B is subject to mandatory and voluntary prepayment by
Borrower as provided in Section 2.4 of the Credit Agreement.
THIS TERM NOTE B SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.
Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Term Note B may become, or may be declared to be, due
and payable in the manner, upon the conditions and with the effect provided in
the Credit Agreement.
The terms of this Term Note B 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 Term
Note B or the Credit Agreement shall alter or impair the obligation of Borrower,
which is absolute and unconditional, to pay the principal of and interest on
this Term Note B at the place, at the respective times, and in the currency
herein prescribed.
Borrower promises to pay pursuant and subject to Section 10.1(C) of the
Credit Agreement all costs and expenses, including reasonable attorneys' fees,
incurred in the collection and enforcement of this Term Note B. Borrower hereby
waives diligence, presentment, protest, demand, notice of intent to accelerate,
notice of acceleration and any other notice of every kind (except such notices
as may be required under the Credit Agreement) and, to the full extent permitted
by law, the right to plead any statute of limitations as a defense to any demand
hereunder.
IN WITNESS WHEREOF, Xxxxxxxx has caused this Term Note B to be executed
and delivered by its duly authorized officer, as of the day and year first
written above.
CENTRAL PRODUCTS ACQUISITION CORP.
By:
Xxx X. Xxxxxxx, XXX, President
GW02/177035.03
