EXHIBIT 10.98.1
EXECUTION COPY
NOTE
U.S.
$3,000,000.00
September 12, 1996
FOR VALUE RECEIVED, AEGIS AUTO
FINANCE, INC., a Delaware corporation
("Borrower") hereby promises to pay to III
FINANCE LTD., a
Cayman
Islands company
("Lender"), the principal amount of U.S.
FIVE
MILLION
DOLLARS AND ZERO CENTS
($3,000,000.00)
or, if less, the unpaid
principal amount of the Loans made by Lender
to Borrower under that certain Loan and
Security Agreement dated as of
September 12,
1996
between Borrower and Lender (as amended,
restated, supplemented or otherwise modified
from time to time, the "Loan Agreement"), on
the Termination Date, and to pay interest on
the unpaid principal balance hereof at the
rates and at the times set forth in the Loan
Agreement. Capitalized terms used herein
without definition are used as defined in the
Loan Agreement.
Interest shall be paid monthly in
arrears on each Payment Date of each month on
the principal amount outstanding hereunder at
the rate of twelve percent (12%) per annum,
calculated on the basis of a 360-day year for
the actual number of days elapsed, and on the
date of any prepayment of principal on the
Note on the principal amount so prepaid.
Upon the occurrence and during the
continuance of an Event of Default, the
interest rate shall be increased by two
percent (2.00%) per annum above the rate of
interest otherwise applicable. In no event
shall the interest payable hereunder exceed
the Maximum Rate.
This Note is referred to in, is
issued pursuant to, and is entitled to the
benefits of, the Loan Agreement, to which
reference is hereby made for a more complete
statement of the terms and conditions under
which the Loans evidenced hereby are made and
are to be repaid.
This Note is a registered
obligation (as more particularly described in
Section 8.8 of the Loan Agreement), and it is
the intent of the parties to the Loan
Agreement that the Loans be maintained in
"registered form" within the meaning of
Section 163(f), 871(h)(2) and 881(c)(2) of
the Internal Revenue Code.
Upon and after the occurrence of an
Event of Default, this Note may, as provided
in the Loan Agreement, without demand, notice
or legal process of any kind, be declared,
and immediately shall become, due and
payable. The Loan Agreement also contains
provisions for optional and mandatory
prepayments on account of the principal
hereof prior to maturity upon the terms and
conditions specified therein.
All payments of principal of and
interest on this Note shall be made to Lender
at such account as Lender shall in writing
direct Borrower, in immediately available
funds and in currency of the United States of
America which at the time of payment shall be
legal tender for the payment of public and
private debts.
Borrower promises to pay all costs
and expenses, including reasonable attorneys'
fees and disbursements incurred in the
collection and enforcement of this Note or
any appeal of a judgment rendered thereon,
all in accordance with the provisions of the
Loan Agreement. Borrower hereby waives
diligence, presentment, protest, demand and
notice of every kind except as required
pursuant to the Loan Agreement and to the
full extent permitted by law the right to
plead any statute of limitations as a defense
to any demands hereunder.
This Note is secured by all
Collateral securing the Secured Obligations
pursuant to the Loan Agreement and the other
Financing Agreements.
THIS NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
AEGIS AUTO
FINANCE, INC.
By______________________________
Name:
Title:
228216
November 13, 1996 (7:8p)
