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Exhibit 10.45
EXECUTION COPY
TERM NOTE
EXECUTED AS OF THE 7TH DAY OF APRIL, 1997 $727,000.00
FOR VALUE RECEIVED, XXXXXX CITY COMPOSITES CORPORATION, a Delaware
corporation, formerly known as AMT Sub, Inc. (the "Borrower"), promises to pay
to the order of LASALLE BUSINESS CREDIT, INC. ("LaSalle"), at its offices
located at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, the principal sum
of SEVEN HUNDRED TWENTY-SEVEN THOUSAND DOLLARS ($727,000) on the last day of
the Original Term or, if applicable, the last day of the Renewal Term (each a
"Maturity Date"), or so much of such principal sum as shall be outstanding and
unpaid on the applicable Maturity Date, all as more fully set forth in the Loan
and Security Agreement dated as of December 19, 1995 (as the same may be
amended, modified, restated on supplemented from time to time, the "Loan
Agreement") by and between the Borrower and LaSalle, as Lender. Terms which
are capitalized in this Term Note ("Term Note") but are not otherwise defined
shall have the meanings ascribed to them in the Loan Agreement. The Borrower
further promises to (a) pay the principal amount of this Term Note in
installments as set forth in paragraph 3(a) of the Loan Agreement, (b) make
mandatory prepayments of principal of this Term Note as set forth in paragraphs
3(b) and 12(c) of the Loan Agreement and (c) pay interest on the outstanding
principal amount hereof on the dates and at the rate provided in the Loan
Agreement from the date hereof until payment in full hereof. This Term Note is
referred to in and was delivered pursuant to the Loan Agreement and is subject
to and entitled to all provisions and benefits thereof.
The Borrower hereby authorizes XxXxxxx to charge any account of the
Borrower for all sums payable hereunder as and when such sums become due. If
payment hereunder becomes due and payable on a day which is not a Business Day,
the due date thereof shall be extended to the next succeeding Business Day, and
interest shall be payable thereon at the rate specified during such extension.
Credit shall be given for payments made in the manner and at the times provided
in the Loan Agreement. It is the intent of the parties that the rate of
interest and other charges to the Borrower under this Term Note shall be
lawful; therefore, if for any reason the interest or other charges payable
hereunder are found by a court of competent jurisdiction, in a final
determination, to exceed the limit which LaSalle may lawfully charge the
Borrower, then the obligation to pay interest or other charges shall
automatically be reduced to such limit and, if any amount in excess of such
limit shall have been paid, then such amount shall be refunded to the Borrower.
The principal and all accrued interest hereunder may be prepaid by
the Borrower, in part or in full, at any time; provided, however, that if the
Borrower prepays all of the Liabilities prior to the end of the Original Term,
the Borrower may be required to pay a prepayment fee as provided in paragraph
12(b) of the Loan Agreement.
The Borrower waives the benefit of any law that would otherwise
restrict or limit LaSalle in the exercise of its right, which is hereby
acknowledged, to set-off against the Liabilities, without notice and at any
time hereafter, owing from LaSalle to the Borrower.
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The Borrower, any other party liable with respect to the
Liabilities and any and all endorsers and accommodation parties, and each one
of them, if more than one, waives any and all presentment, demand, notice of
dishonor, protest, and all other notices and demands in connection with the
enforcement of XxXxxxx's rights hereunder.
The loan evidenced hereby has been made and this Term Note has been
delivered at Chicago, Illinois. THIS TERM NOTE SHALL BE GOVERNED AND
CONTROLLED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS AS TO INTERPRETATION,
ENFORCEMENT, VALIDITY, CONSTRUCTION, EFFECT, AND IN ALL OTHER RESPECTS,
INCLUDING WITHOUT LIMITATION THE LEGALITY OF THE INTEREST RATE AND OTHER
CHARGES, and shall be binding upon the Borrower and each of the Borrower's
legal representatives, successors and assigns. If this Term Note contains any
blanks when executed by the Borrower, XxXxxxx is hereby authorized, without
notice to the Borrower, to complete any such blanks according to the terms upon
which the loan or loans were granted. Wherever possible, each provision of
this Term Note shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Term Note shall be
prohibited by or be invalid under such law, such provision shall be severable,
and be ineffective to the extent of such prohibition or invalidity, without
invalidating the remaining provisions of this Term Note.
To induce LaSalle to make the loan evidenced by this Term Note, the
Borrower (i) irrevocably agrees that, subject to XxXxxxx's sole and absolute
election, all actions arising directly or indirectly as a result of or in
consequence of this Term Note or any other agreement with LaSalle, or the
Collateral, shall be instituted and litigated only in courts having situs in
the City of Chicago, Illinois, (ii) hereby consents to the exclusive
jurisdiction and venue of any State or Federal Court located and having its
situs in said city, and (iii) waives any objection based on forum
non-conveniens. IN ADDITION, THE BORROWER HEREBY WAIVES TRIAL BY JURY IN ANY
ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS TERM NOTE,
THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY THE BORROWER
OR LASALLE OR WHICH IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR
RELATES TO THE RELATIONSHIP BETWEEN THE BORROWER AND LASALLE, waives personal
service of any and all process, and consents that all such service of process
may be made by certified mail, return receipt requested, directed to the
Borrower at the address indicated in LaSalle's records; and service so made
shall be complete five (5) days after the same has been deposited in the U.S.
mails as aforesaid.
IN WITNESS WHEREOF, the Borrower has executed this Term Note on the
date above set forth.
XXXXXX CITY COMPOSITES
CORPORATION, formerly known
as AMT Sub, Inc.
By: /s/ XXXXXXX X. XXXXXXXXX
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Name: Wm. Xxxxxxxxx
Title: Director
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