TERM NOTE
Executed as of the 20th day of No.___________
December, 2001 at Chicago, Illinois.
Amount: $11,553,000.00
FOR VALUE RECEIVED, the Undersigned (jointly and severally, if
more than one) promises to pay to the order of LASALLE BUSINESS CREDIT, INC.
(hereinafter, together with any holder hereof, called "Lender"), at the main
office of the Lender, the principal sum of Eleven Million Five Hundred
Fifty-Three Thousand and No/100 Dollars ($11,553,000.00). The Undersigned
(jointly and severally, if more than one) further promises to pay interest on
the outstanding principal amount hereof on the dates and at the rates provided
in the Loan Agreement from the date hereof until payment in full hereof. The
principal hereunder shall be payable pursuant to the terms of the Loan
Agreement.
This Note was delivered pursuant to that certain Loan and
Security Agreement, as it may be amended from time to time, together with all
exhibits thereto, dated December 20, 2001, between Lender and the Undersigned
(the "Loan Agreement"). All terms which are capitalized and used herein (which
are not otherwise defined herein) shall have the meaning ascribed to such term
in the Loan Agreement.
The Undersigned (and each one of them, if more than one) hereby
authorizes the Lender to charge any account of the Undersigned (and each one of
them, if more than one) for all sums due hereunder. If payment hereunder becomes
due and payable on a Saturday, Sunday or legal holiday under the laws of the
United States or the State of Illinois, 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
Undersigned under this 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 Lender may
lawfully charge the Undersigned, 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 Undersigned.
The principal and all accrued interest hereunder may be prepaid
by the Undersigned, in part or in full, at any time; provided, however, that the
Undersigned shall pay a prepayment fee as provided in the Loan Agreement.
The Undersigned (and each one of them, if more than one) waives
the benefit of any law that would otherwise restrict or limit Lender in the
exercise of its right, which is hereby acknowledged, to set-off against the
Liabilities, without notice and at any time hereafter, any indebtedness matured
or unmatured owing from Lender to the Undersigned (or any one of them). The
Undersigned (and each one of them, if more than one) waives every defense,
counterclaim or
setoff which the Undersigned (or any one of them) may now have or hereafter may
have to any action by Lender in enforcing this Note and/or any of the other
Liabilities, or in enforcing Lender's rights in the Collateral and ratifies and
confirms whatever Lender may do pursuant to the terms hereof and of the Loan
Agreement and with respect to the Collateral and agrees that Lender shall not be
liable for any error in judgment or mistakes of fact or law.
The Undersigned, 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, waive any and all presentment, demand, notice of
dishonor, protest, and all other notices and demands in connection with the
enforcement of Xxxxxx's rights hereunder.
The loan evidenced hereby has been made and this Note has been
delivered at Chicago, Illinois. THIS 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 Undersigned (and each one of them, if more than one) and the
Undersigned's heirs, legal representatives, successors and assigns (and each of
them, if more than one). If this Note contains any blanks when executed by the
Undersigned (or any one of them, if more than one), the Lender is hereby
authorized, without notice to the Undersigned (or any one of them, if more than
one) to complete any such blanks according to the terms upon which the loan or
loans were granted. Wherever possible, each provision of this Note shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this 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 Note. If more than one party shall execute this Note, the term
"Undersigned" as used herein shall mean all parties signing this Note, and each
one of them, and all such parties, their respective heirs, executors,
administrators, successors and assigns, shall be jointly and severally obligated
hereunder.
To induce the Lender to make the loan evidenced by this Note, the
Undersigned (and each one of them, if more than one) (i) irrevocably agrees
that, subject to Xxxxxx's sole and absolute election, all actions arising
directly or indirectly as a result or in consequence of this Note or any other
agreement with the Lender, 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, XXXXXX AND THE UNDERSIGNED (OR ANY ONE OF
THEM, IF MORE THAN ONE) HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING
WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS NOTE, THE LIABILITIES, THE
COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY THE UNDERSIGNED OR LENDER OR WHICH
IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP
BETWEEN THE UNDERSIGNED AND LENDER. In addition, the Undersigned agrees that all
service of process shall be made as provided in the Loan Agreement.
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As used herein, all provisions shall include the masculine,
feminine, neuter, singular and plural thereof, wherever the context and facts
require such construction and in particular the word "Undersigned" shall be so
construed.
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IN WITNESS WHEREOF, each of the Undersigned, jointly and
severally if more than one, has executed this Note on the date above set forth.
Gibraltar Packaging Group, Inc.,
a Delaware corporation
By:/s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
-----------------------------------
Title: Vice President Finance-Corporate
--------------------------------
Address: 0000 Xxxxxx Xxxxxx
------------------
Hastings, Nebraska 68901
------------------------
RidgePak Corporation,
an Illinois corporation
By:/s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
-----------------------------------
Title: Vice President
--------------
Address: 0000 Xxxxxx Xxxxxx
------------------
Ft. Xxxxx, Indiana 46803
------------------------
Standard Packaging and Printing Corp.,
a North Carolina corporation
By:/s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
-----------------------------------
Title: Vice President
--------------
Address: Highway 73 West
---------------
Mt. Gilead, North Carolina 27360
--------------------------------
Niemand Industries, Inc.,
a Delaware corporation
By:/s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
-----------------------------------
Title: Vice President
--------------
Address: 2000 Summit Avenue
------------------
Hastings, Nebraska 68901
------------------------
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FOR BANK USE ONLY
Officer's Initials:___________________
Approval:_____________________________
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