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TERM NOTE
$12,500,000 July 30, 1997
FOR VALUE RECEIVED, the undersigned, SAFETY 1ST, INC., a
Massachusetts corporation, and SAFETY 1ST HOME PRODUCTS CANADA INC., a Canadian
federal corporation (collectively, the "Borrowers"), promise to pay to the order
of BT Commercial Corporation (the "Lender"), at care of BT Commercial
Corporation, as Agent, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 in lawful money
of the United States of America and in immediately available funds, the
principal amount of TWELVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($12,500,000).
The principal amount of this Note shall be repaid in 20 consecutive quarterly
installments of $625,000 each, which shall be payable on the first Business Day
of each calendar quarter, commencing with October 1, 1997, provided that the
entire unpaid principal amount of the Note, together with all accrued and unpaid
interest thereon, shall become due and payable on the Expiration Date.
The Borrowers jointly and severally agree to pay interest at
said office, in like money, on the unpaid principal amount owing hereunder from
time to time from the date hereof until paid in full (both before and after
judgment) on the dates and at the rate specified in Article IV of the Credit
Agreement (as defined below).
If any payment on this note becomes due and payable on a day
other than a Business Day, such payment shall be extended to the next succeeding
Business Day, and with respect to payments of principal, interest thereon shall
be payable at the then applicable rate during such extension.
This note is one of the Term Notes referred to in the Credit
Agreement, dated as of July 30, 1997 (the "Credit Agreement"), among the
Borrowers, the Lender, certain other financial institutions parties thereto,
Bankers Trust Company, as issuing bank (in such capacity, the "Issuing Bank")
and BT Commercial Corporation, as Agent (in such capacity, the "Agent") and is
subject to, and entitled to, all provisions and benefits thereof and is subject
to voluntary and mandatory prepayment in whole or in part as provided therein.
Capitalized terms used herein shall have the meanings given to such terms in the
Credit Agreement unless otherwise defined herein. The Credit Agreement, among
other things, provides for the making of a Term Loan by the Lender to the
Borrowers in the amount equal to the U.S. dollar amount first above mentioned.
Upon the occurrence and during the continuance of an Event of
Default, the Agent may, among other things, by delivery
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of written notice to the Borrowers from the Agent, without prejudice to the
rights of the Agent, the Lender or any holder of this note to enforce its claims
against the Borrowers, declare all Obligations due hereunder to be immediately
due and payable (except with respect to any Event of Default set forth in
Section 8.1(g) of the Credit Agreement, in which case all Obligations due
hereunder shall automatically become immediately due and payable without the
necessity of any notice or other demand) without presentment, demand, protest or
any other action or obligation of the Lender.
This note is secured by the collateral described in the
Security Agreements and other Collateral Documents.
The Borrowers hereby waive presentment, demand, protest and
notice of any kind in connection with this note. No failure to exercise, and no
delay in exercising, any rights hereunder on the part of the holder hereof shall
operate as a waiver of such rights.
This note shall not be revoked or impaired as to either
Borrower by the revocation or release of any obligations of the other Borrower.
Each Borrower hereby agrees that, until the Obligations are
paid in full and the Credit Agreement and all outstanding Letters of Credit are
terminated, it shall not assert any claim or other right that it may now have or
hereafter acquire against the other Borrower that arises from the existence,
payment, performance or enforcement of such Borrower's obligations under this
note or the Credit Agreement, the other Credit Documents or the Obligations or
guarantees thereof, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of the Agent or any Lender against the other
Borrower, or any collateral securing any Obligation, whether or not such claim,
remedy or right arises in equity or under contract, statute or common law,
including, without limitation, the right to take or receive from the other
Borrower, directly or indirectly, in cash or other property or by set-off or in
any other manner, payment or security on account of such claim, remedy or right.
If any amount shall be paid to either Borrower in violation of the preceding
sentence at any time prior to the indefeasible cash payment in full of the
Obligations and the Credit Agreement and all outstanding Letters of Credit are
terminated, such Borrower shall immediately give the Agent notice of its receipt
of such amount and such amount shall be held in trust for the benefit of the
Agent and the Lenders owed the Obligations which gave rise to such Borrower's
right of recovery, segregated from other funds of such Borrower, and shall
forthwith be paid to the Agent to be credited and applied to the Obligations
then due and payable, whether matured or unmatured, in such order as the Agent
may determine. Each Borrower acknowledges that it will receive direct and
indirect benefits from the Credit Agreement and the transactions consummated in
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connection therewith and that the waiver set forth in this paragraph is
knowingly made in contemplation of such benefits. Until all of the Obligations
shall have been paid in full in cash and the Credit Agreement and all
outstanding Letters of Credit are terminated, neither Borrower will enforce any
other claim or exercise any other rights which it may have against the other
Borrower.
THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS NOTE
SHALL BE GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAW
PROVISIONS OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)
AND DECISIONS OF THE STATE OF NEW YORK.
SAFETY 1ST, INC.
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
President
Witness: /s/ Xxxxxxx XxXxxxxxx
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Xxxxxxx XxXxxxxxx
SAFETY 1ST HOME PRODUCTS CANADA
INC.
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
Vice President
Witness: /s/ Xxxxxxx XxXxxxxxx
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Xxxxxxx XxXxxxxxx
