EXHIBIT 10.2
TERM NOTE
$7,000,000.00 June 17, 2005
Atlanta, Georgia
FOR VALUE RECEIVED, the undersigned, xxxxxx industries, inc., a
corporation formed under the laws of the State of Tennessee (the- "Borrower"),
hereby promises to pay to the order of WACHOVIA BANK NATIONAL ASSOCIATION (the
"Lender"), 000 00xx Xxxxxx XX 000 Xxxxxxxx Xxxxxxx, Xxxxxxx, 00000, or at such
other address as may be specified in writing by the Lender to the Borrower, the
principal sum of SEVEN MILLION AND 00/100 DOLLARS ($7,000,000.00) (or such
lesser amount as shall equal the aggregate unpaid principal amount of Term Loan
under the Credit Agreement (as herein defined)), on the dates and in the
principal amounts provided in the Credit Agreement, and to pay interest on the
unpaid principal amount owing hereunder, at the rates and on the dates provided
in the Credit Agreement. Principal amounts repaid under this Note shall not be
available for readvance.
The date, the amount of Term Loan, and each payment made on account of
the principal thereof, shall be recorded by the Lender on its books and, prior
to any transfer of this Note, endorsed by the Lender on the schedule attached
hereto or any continuation thereof, provided that the failure of the Lender to
make any such recordation or endorsement shall not affect the obligations of the
Borrower to make a payment when due of any amount owing under the Credit
Agreement or hereunder in respect of the Term Loan.
This Note is the Term Note referred to in the Credit Agreement dated as
of June 17, 2005 (as amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement"), by and between the Borrower and the
Lender. Capitalized terms used herein, and not otherwise defined herein, have
their respective meanings given them in the Credit Agreement.
The Credit Agreement provides for the acceleration of the maturity of
this Note upon the occurrence of certain events and upon the terms and
conditions specified therein.
Except as permitted by Section11.5(d) of the Credit Agreement, this Note
may not be assigned by the Lender to any other Person.
This Note shall be governed by, and construed in accordance with, the
laws of the State of Georgia APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY
PERFORMED, IN SUCH STATE.
The Borrower hereby waives presentment for payment, demand, notice of
demand, notice of non-payment, protest, notice of protest and all other similar
notices.
Time is of the essence for this Note.
1
IN WITNESS WHEREOF, the undersigned has executed and delivered this Note
under seal as of the date first written above.
XXXXXX INDUSTRIES, INC.
By: /s/ X. Xxxxxxx Xxxx
----------------------------------
Name: X. Xxxxxxx Xxxx
----------------------------
Title: Chief Financial Officer
---------------------------
2
