TERM B NOTE
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$13,149,425.30 New York, New York
February 27, 1998
FOR VALUE RECEIVED, each of the undersigned, DEFLECTA-SHIELD
CORPORATION, a Delaware corporation, ▇▇▇▇ INDUSTRIES, INCORPORATED, a
Minnesota corporation, BELMOR AUTOTRON CORP., a Delaware corporation,
and DFM CORP., an Iowa corporation (each a "Borrower" and collectively
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"Borrowers"), hereby jointly, severally and unconditionally promises
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to pay to the order of ▇▇▇▇▇▇ FINANCIAL, INC., a Delaware corporation,
("Lender"), at the office of the Agent (as defined in the Credit
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Agreement referred to below) at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇, or at such other place as the holder of this Term B Note may
from time to time designate in writing, in lawful money of the United
States of America and in immediately available funds, the principal
sum of THIRTEEN MILLION ONE HUNDRED FORTY-NINE THOUSAND FOUR HUNDRED
TWENTY-FIVE DOLLARS AND 30/100 CENTS ($13,149,425.30).
This Term B Note is payable in periodic installments on the
dates and in the amounts set forth in the Credit Agreement. This Term
B Note is one of the Notes referred to in, was executed and delivered
pursuant to, and evidences obligations of Borrowers under, that
certain Credit Agreement dated as of February 27, 1998, by and among
Borrowers, Holdings, the Active Subsidiaries named therein, all
Lenders party thereto ▇▇▇▇▇▇ Financial, Inc., as a Lender and as
Agent, (as the same may be amended, restated, supplemented or
otherwise modified and in effect from time to time, the "Credit
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Agreement"), to which reference is hereby made for a statement of the
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terms and conditions under which the loan evidenced hereby is made and
is to be repaid and for a statement of Agent's, and ▇▇▇▇▇▇▇' remedies
upon the occurrence of an Event of Default (as defined therein). The
Credit Agreement is incorporated herein by reference in its entirety.
Capitalized terms used but not otherwise defined herein are used in
this Term B Note as defined in the Credit Agreement.
Borrowers further jointly and severally promise to pay
interest on the unpaid principal amount hereof from the date hereof
until payment in full thereof at the rate from time to time applicable
to Term Loan B as determined in accordance with the Credit Agreement;
provided, however, that upon the occurrence and during the continuance
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of an Event of Default, as provided in the Credit Agreement, Borrowers
shall pay to the Agent, for the benefit of ▇▇▇▇▇▇▇, interest on the
principal balance of this Term B Note at the rate of interest
applicable upon the occurrence and during the continuance of an Event
of Default as determined in accordance with the Credit Agreement.
Interest charges shall be computed as set forth in the
Credit Agreement and shall be payable at the rates, at the times and
from the dates specified in the Credit Agreement, on the date of any
prepayment hereof, at maturity, whether due by acceleration or
otherwise, and as otherwise provided in the Credit Agreement. From and
after the date when the principal balance hereof becomes due and
payable, whether by acceleration or otherwise, interest hereon shall
be payable on demand.
This Term B Note is secured pursuant to the Credit Agreement
and the Loan Documents referred to therein, and reference is made
thereto for a statement of the terms and conditions of such security.
If a payment hereunder becomes due and payable hereunder
other than on a Business Day, the due date thereof shall be extended
to the next succeeding Business Day, and interest shall be payable
thereon during such extension at the applicable rate specified in the
Credit Agreement. Credit for any payments made by any Borrower shall,
for the purpose of computing interest earned by ▇▇▇▇▇▇, be given in
accordance with the Credit Agreement. In no contingency or event
whatsoever shall interest charged hereunder, however such interest may
be characterized or computed, exceed the highest rate permissible
under any law which a court of competent jurisdiction shall, in a
final determination, deem applicable hereto. In the event that such a
court determines that ▇▇▇▇▇▇ has received interest hereunder in excess
of the highest rate applicable hereto, such excess shall be applied in
accordance with the terms of the Credit Agreement.
Agent shall have the continuing exclusive right to apply and
to reapply any and all payments hereunder against the Obligations in
such manner, consistent with the terms of the Credit Agreement, as
Agent deems advisable.
Each Borrower hereby waives demand, presentment and protest
and notice of demand, presentment, protest and nonpayment. Each
Borrower also waives all rights to notice and hearing of any kind upon
the occurrence and continuance of an Event of Default prior to the
exercise by ▇▇▇▇▇▇▇, or Agent on behalf of Lenders, of its right to
repossess the Collateral without judicial process or to replevy,
attach or levy upon the Collateral without notice or hearing.
In addition to, and not in limitation of, the foregoing and
the provisions of the Credit Agreement, the undersigned jointly and
severally further agree, subject only to any limitation imposed by
applicable law, to pay all expenses, including attorneys' fees and
legal expenses, incurred by the holder of this Term B Note in
endeavoring to collect any amounts payable hereunder which are not
paid when due, whether by acceleration or otherwise.
THIS TERM B NOTE, INCLUDING PROVISIONS REGARDING THE PAYMENT
OF INTEREST, SHALL BE DEEMED TO HAVE BEEN DELIVERED AND MADE AT NEW
YORK, NEW YORK AND SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES
OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS
(AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) AND JUDICIAL DECISIONS OF
THE STATE OF NEW YORK.
Whenever possible each provision of this Term B Note shall
be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Term B Note shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining
provisions of this Term B Note. Whenever in this Term B Note reference
is made to Agent, Lenders or Borrowers, such reference shall be deemed
to include, as applicable, a reference to their respective permitted
successors and assigns and, in the case of any Lender, any financial
institutions to which it has sold or assigned all or any part of its
commitment to make the Term Loan B as permitted under the Credit
Agreement. The provisions of this Term B Note shall be binding upon
and shall inure to the benefit of such permitted successors and
assigns. Each Borrower's successors and assigns shall include, without
limitation, a receiver, trustee or debtor in possession of or for such
Borrower.
DEFLECTA-SHIELD CORPORATION
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairman of the Board of Directors
▇▇▇▇ INDUSTRIES, INCORPORATED
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairman of the Board of Directors
BELMOR AUTOTRON CORP.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairman of the Board of Directors
DFM CORP.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairman of the Board of Directors