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Exhibit 10(ii)
PROMISSORY NOTE
(AS AMENDED AND RESTATED MARCH 31, 1997)
$1,131,000
A. The outstanding common stock of SIGNS AND BLANKS, INC., an Ohio
Corporation ("Maker"), is being purchased pursuant to a Stock Purchase Agreement
dated effective March 31, 1997 ("Stock Purchase Agreement"), between RVM
INDUSTRIES, INC. and XXXXX XXXXXXX, TRUSTEE OF THE XXXXX XXXXXXX TRUST U/A Dated
March 12, 1991 ("Trust") and a promissory note for the purchase price of Maker's
stock is being issued by RVM Industries, Inc. to Trust pursuant to the Stock
Purchase Agreement.
B. Maker has previously issued to X. Xxxxxxx & Co. ("Holder") its
promissory note dated January 17, 1997 ("Note"). Maker and Holder desire to
amend and restate the Note to provide for a moratorium on principal payments
thereunder in order to facilitate the purchase of Maker's stock pursuant to the
Stock Purchase Agreement.
NOW, THEREFORE, Maker and Holder, based upon their mutual promises and
for other valuable consideration hereby amend and restate the Note and
incorporate the above recitals in the following amendment and restatement:
FOR VALUE RECEIVED, Maker promises to pay to the order of Holder the
principal sum of $1,131,000, plus interest at the rate of 7% per annum (unless
in default). Interest will begin to accrue on the principal sum on April 1, 1997
and continue to accrue thereafter until this Note is paid in full.
This Note is payable as follows:
A. Interest only payments on the unpaid principal sum beginning with
the first such interest payment due May 1, 1997 and the remaining
interest payments due on the first day of each successive calendar
month thereafter, through December 1, 1997.
B. 60 equal, successive monthly installments of principal in the amount
of $18,850, with interest on the unpaid principal sum, with the first
of such monthly installments due on January 1, 1998 and the remaining
59 successive equal monthly installments due and payable on the first
day of each calendar month thereafter, until the Note is paid in full.
All payments under this Note are subject to the terms of that certain
Subordination Agreement dated January 17, 1997 between First Merit/First
National Bank of Ohio, Maker, and Holder. This Note is further subject to the
terms of the Stock Purchase Agreement. During the time period for payment of the
purchase price under the Stock Purchase Agreement, principal payments under this
Note will be suspended and
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Maker must pay to Holder interest only accruing on the unpaid principal sum on
the first day of each calendar month during such payment period.
Payments under this Note must be delivered to Holder at 000 Xxxx
Xxxxxxxxx Xxxxxx, Xxxxx, Xxxx 00000, or at such other location designated by
Holder to Maker in writing.
Maker waives presentment, protest, demand, notice of protest, demand,
dishonor and non-payment of this Note, and agrees to comply with each of the
covenants, conditions, provisions and agreements between Maker and Holder, the
terms of which are incorporated herein by reference. No extension of time for
the payment of this Note with any person or entity now or hereafter liable for
the payment of this Note will operate to release, discharge, modify, change, or
affect the original liability under this Note, either in whole or in part, if
Holder is not a party to such agreement for the extension of time.
If any payment agreed to be paid hereunder becomes due and remains
unpaid for a period of 10 days, or if Maker becomes insolvent, files for
voluntary bankruptcy or receivership, or if a petition for involuntary
bankruptcy or receivership is filed against Maker, or any action is commenced
concerning the bankruptcy, reorganization, dissolution or liquidation of Maker
or for other relief relating to bankruptcy, insolvency, arrangement,
reorganization, receivership or other debtor relief under any law or statute of
any jurisdiction, whether now or hereafter in effect, or if Maker makes an
assignment for the benefit of creditors, Holder may, at Holder's option, in
addition to any other remedy available to Holder at law or in equity declare the
remainder of this Note then due and collectible and any failure to exercise this
option will not constitute a waiver of the right to exercise the same at any
other time. Upon the occurrence of any event of default as set forth in this
paragraph, interest on this Note will accrue at the rate of 12% per annum.
Subject to the suspension of principal payments under this Note during
the payment period for the purchase price under the Stock Purchase Agreement,
Maker may pre-pay the obligation set forth in this Note in whole or in part at
any time without penalty. Pre-payments will first be applied to the interest
due and then to the remaining principal sum.
If any clause or provision of this Note is determined to be illegal,
invalid, or unenforceable by any court, the illegality or unenforceability of
such clause or provision will not affect the validity or enforceability of the
remainder thereof or of any other clause or provision hereof, and this Note will
be construed and enforced as if such illegal, invalid, or other unenforceable
clause or provision had not been
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contained herein, and all other covenants, obligations, and agreements will be
enforceable to the full extent permitted by law.
MAKER:
SIGNS AND BLANKS, INC.
BY: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, its Treas./Sec.
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HOLDER:
X. XXXXXXX & CO.
BY: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, its President
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