0000792987-03-000064 Sample Contracts

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Contract
Subordinated Note • May 19th, 2003 • Astec Industries Inc • Construction machinery & equip • New York

THIS SUBORDINATED NOTE (THE "NOTE") AND THE INDEBTEDNESS EVIDENCED HEREBY HAVE BEEN SUBORDINATED TO CERTAIN OBLIGATIONS OF THE OBLIGORS (AS DEFINED BELOW) PURSUANT TO A SUBORDINATION AGREEMENT DATED THE DATE HEREOF, AMONG, INTER ALIA, THE HOLDER (AS DEFINED BELOW), GENERAL ELECTRIC CAPITAL CORPORATION, AS AGENT, AND THE OTHER PARTIES SIGNATORIES THEREOF, AS SUCH SUBORDINATION AGREEMENT MAY BE AMENDED FROM TIME TO TIME (THE "SUBORDINATION AGREEMENT"). PAYMENTS ON THIS NOTE BY THE OBLIGORS TO THE HOLDER MAY ONLY BE MADE IN ACCORDANCE WITH, AND SUBJECT TO, THE TERMS AND CONDITIONS OF THE SUBORDINATION AGREEMENT. ANY SALE, PLEDGE, TRANSFER, ASSIGNMENT OR OTHER HYPOTHECATION OF THIS NOTE BY THE HOLDER TO ANY PERSON OR ENTITY SHALL BE VOID AND INEFFECTIVE UNLESS SUCH TRANSFEREE OR ASSIGNEE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THE SUBORDINATION AGREEMENT IN THE MANNER PROVIDED FOR IN THE SUBORDINATION AGREEMENT.

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