FORM OF CAPEX NOTE
Exhibit
10.5
FORM
OF
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$
__________________________
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October
3, 2006
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FOR
VALUE
RECEIVED, the undersigned, SIG ACQUISITION CORP., a Delaware corporation
(“Borrower”) promises to pay to the order of [_________] (“Lender”) at the main
office of LaSalle Bank National Association, as Administrative Agent, as
hereinafter defined, at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000,
the
principal sum of
DOLLARS
or
the
aggregate unpaid principal amount of all CAPEX Draw Loans, as defined in the
Credit Agreement, as hereinafter defined, made by Lender to Borrower pursuant
to
Section
2.1.3(a)
of the
Credit Agreement, whichever is less, in lawful money of the United States of
America, or, with respect to CAPEX Draw Loans that have been converted to a
CAPEX Term Loan, as defined in the Credit Agreement, payable pursuant to
Section
2.1.3(b)
of the
Credit Agreement.
As
used
herein, “Credit Agreement” means the Credit Agreement dated as of October 3,
2006, among Borrower, the Lenders, as defined therein, and LaSalle Bank National
Association, as arranger and administrative agent for the Lenders
(“Administrative Agent”), as the same may from time to time be amended, restated
or otherwise modified. Each capitalized term used herein that is defined in
the
Credit Agreement and not otherwise defined herein shall have the meaning
ascribed to it in the Credit Agreement.
Xxxxxxxx
also promises to pay interest on the unpaid principal amount of each CAPEX
Loan
from time to time outstanding, from the date of such CAPEX Loan until the
payment in full thereof, at the rates per annum that shall be determined in
accordance with the provisions of Section 4.1
of the
Credit Agreement. Such interest shall be payable on each date provided for
in
such Section 4.1;
provided, however, that interest on any principal portion that is not paid
when
due shall be payable on demand.
The
portions of the principal sum hereof from time to time representing Base Rate
Loans and LIBOR Loans, and payments of principal of any thereof, shall be shown
on the records of Lender by such method as Lender may generally employ;
provided, however, that failure to make any such entry shall in no way detract
from the obligations of Borrower under this Note.
If
this
Note shall not be paid at maturity, whether such maturity occurs by reason
of
lapse of time or by operation of any provision for acceleration of maturity
contained in the Credit Agreement, the principal hereof and the unpaid interest
thereon shall bear interest, until paid, at a rate per annum equal to two
percent (2%) in excess of the rate otherwise applicable thereto. All payments
of
principal of and interest on this Note shall be made in immediately available
funds.
This
Note
is one of the CAPEX Notes referred to in the Credit Agreement. Reference is
made
to the Credit Agreement for a description of the right of the undersigned to
anticipate payments hereof, the right of the holder hereof to declare this
Note
due prior to its stated maturity, and other terms and conditions upon which
this
Note is issued.
Except
as
expressly provided in the Credit Agreement, Borrower expressly waives
presentment, demand, protest and notice of any kind. This Note shall be governed
by and construed in accordance with the laws of the State of New York, without
regard to conflicts of laws provisions.
JURY
TRIAL WAIVER.
XXXXXXXX, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVES ANY RIGHT TO HAVE A
JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE, AMONG BORROWER, ADMINISTRATIVE AGENT AND THE LENDERS, OR ANY THEREOF,
ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS NOTE OR ANY OTHER
NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.
| SIG ACQUISITION CORP. | ||
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| By: | ||
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| Name: | ||
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Title:
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