EXHIBIT 10(b)
AMENDED AND RESTATED
MASTER NOTE
-----------
$2,500,000.00 Cranford, New Jersey
As of June 30, 2002
In consideration of such loans as SUMMIT BUSINESS CAPITAL CORP.
(successor-in-interest to Summit Bank) (the "Lender") from time to time may
elect to make hereon to or for the benefit of or at the request of RONSON
CONSUMER PRODUCTS CORPORATION (the "Borrower"), the Borrower promises to pay to
the order of the Lender, at its office located at ▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place or
places as the Lender may designate, in immediately available funds, the sum of
TWO MILLION FIVE HUNDRED THOUSAND ($2,500,000.00) DOLLARS or, if a different
dollar amount, then the outstanding amount of all loans made in accordance with
a certain Loan and Security Agreement dated January 6, 1995 as amended from time
to time and as amended by a certain Fourth Amendment to Loan and Security
Agreement of even date herewith by and between the Borrower and the Lender
(collectively and individually the "Loan Agreement"), without defalcation or
discount, for value received, with interest thereon from the date hereof at the
rate set forth in the Loan Agreement, all in lawful money of the United States,
on demand, or, if no demand has been made, then on June 30, 2005. The unpaid
balance of each loan shall bear interest from the date hereof at the rate(s) set
forth in the Loan Agreement. Notwithstanding any other limitations contained in
this Amended and Restated Master Note (the "Note"), the Lender does not intend
to charge and the undersigned shall not be required to pay any interest or other
fees or charges in excess of the maximum permitted by applicable law. Any
payments in excess of such maximum shall be refunded to the undersigned or
credited against principal.
The unpaid principal balance hereon at any time shall not exceed Two
Million Five Hundred Thousand ($2,500,000.00) Dollars and shall be equal to the
aggregate amount of all loans then made less the aggregate amount of all
payments then made thereon. The holder hereof is authorized to set forth in
writing from time to time on the reverse hereof the date and amount of each loan
and any payment of principal and the principal balance then unpaid hereon. This
Note is subject to a prepayment penalty as set forth in the Loan Agreement.
This Note is secured by, among other things, a security interest in the
Collateral, as described in the Loan Agreement, which the Borrower and every
other person liable hereon as endorser or guarantor has pledged or deposited
with the Lender. The Collateral is also pledged as security for all of the
Obligations, as defined in the Loan Agreement, of the Borrower to the Lender.
The Lender shall take reasonable care in custody and preservation of any
Collateral held by it hereunder to the extent required by law, but, if the
Collateral so held consists in whole or in part of instruments or chattel paper,
it shall not be a breach of reasonable care if the Lender does not take
necessary steps to preserve rights against prior parties, nor shall it
constitute a breach of reasonable care if the Lender fails to undertake to
collect the principal of or interest or other increment on any instrument or
investment security, or fails to present any investment security for conversion
or other change, unless, after written notice to the Lender from the Borrower or
from any other party liable hereon in any capacity whose property is held as
collateral hereunder that such interest, other increment or principal is due, or
that such investment security has been called for conversion or other change,
the Lender fails to use reasonable diligence to undertake collection of such
interest, increment or principal, or fails to make presentation for conversion
or other change, or fails to enable the Borrower or such other party to do so.
The Lender may make additional loans in the future to Borrower and may
advance sums in the future on behalf of the Borrower or to protect the security
of the Collateral or lien thereof, at any time before the satisfaction of this
Note and the Loan Agreement, and all such sums shall be evidenced by this Note,
and shall be secured by the Lender's security interest in the Collateral. The
Lender is not responsible in any way for the refusal by its employees to make a
loan or to honor a request for a loan.
This Note is the Master Note referred to in the Loan Agreement, which
contains provisions for the acceleration of the maturity hereof upon the
happening of certain events, for optional and mandatory prepayment of the
principal hereof prior to the maturity hereof and for the amendment or waiver of
certain provisions of the Loan Agreement, all upon the terms and conditions
therein specified. In the event of any ambiguity or inconsistency between the
terms of this Note and the Loan Agreement, then the terms of the Loan Agreement
shall govern.
In the event that any payment shall not be received by Lender within ten
(10) days of the due date, Borrower shall, to the extent permitted by law, pay
Lender a late charge of five (5%) percent of the overdue payment (but in no
event to be less than Twenty Five ($25.00) Dollars nor more than Two Thousand
Five Hundred ($2,500.00) Dollars). Any such late charge assessed is immediately
due and payable.
The Lender may, without notice to or consent of any party liable for the
payment hereof as maker, endorser or guarantor, and without impairing or in any
way affecting the liability of such person to the Lender (1) extend or otherwise
alter, but not accelerate except as provided in the Loan Agreement, the time for
payment of this Note, (2) alter any other term of this Note by agreement with
the maker hereof, (3) release, or settle or compromise with any other party
liable for the payment hereof, (4) release, or substitute for or fail to protect
any interest in any collateral held by the Lender as security for the payment of
any sum owing to the Lender by any party hereto, and (5) accept a check or other
order that is marked paid in full or with similar language as a payment under
this Note.
No delay or omission on the part of the Lender in exercising any right
hereunder shall operate as a waiver of such right or of any other right under
this Note.
If this Note is referred to an attorney (whether or not a salaried employee
of the Lender) for collection, each party jointly and severally liable for the
payment hereof as maker, endorser or guarantor shall pay, on demand, all
reasonable and necessary expenses or expenditures, including, without
limitation, reasonable attorneys fees and expenses, incurred by the Lender in
protecting, enforcing or exercising its interests, rights or remedies created
by, connected with or provided in this Note and the Loan Agreement, or
performance pursuant to this Note and the Loan Agreement. Attorney's fees may be
collectible from the Collateral to the extent permitted under the Bankruptcy
Code or other law.
If, at the time when this Note is paid in full, any party liable thereon as
maker, endorser or guarantor is liable to the Lender for the payment of any
other debt or liability, the Lender may retain as security for the payment of
such other debts and liabilities the Collateral held by it as security for the
payment of this Note, with all the rights and remedies herein and otherwise
conferred upon the Lender as a secured party by law, notwithstanding the
surrender by the Lender of this Note upon payment hereof.
Upon the occurrence of an Event of Default under the Loan Agreement, the
principal sum or so much of the principal remaining unpaid, with all interest
accrued thereon, shall at the option of the Lender and without notice, become
due and payable immediately, and interest on the principal sum shall thereafter
be computed at the rate of two (2%) percent per year above the highest rate
otherwise payable under this Note. Payment of the foregoing may be enforced and
recovered at any time by one or more of the remedies provided to Lender in this
Note or in the Loan Agreement, with it being specifically understood and agreed
that the default provisions as set forth in the Loan Agreement shall govern in
the event of any conflict in such provisions in the aforesaid instruments.
Any failure by ▇▇▇▇▇▇ to insist upon strict performance by Borrower of any
of the terms and provisions of this Note or of the Loan Agreement shall not be
deemed to be a waiver of any of the terms or provisions thereof, and Lender
shall have the right thereafter to insist upon strict performance by the
Borrower of any and all of them.
Presentment, demand of payment, notice of dishonor or nonpayment, protest,
notice of protest on this Note, and the giving of notice of default or other
notice to any party liable on this Note are hereby waived by the Borrower. It is
expressly agreed that the maturity of this Note, or any payment hereunder, may
be extended or modified from time to time, but not accelerated except as
provided in the Loan Agreement, without in any way affecting the liability of
the Borrower.
For the purposes of this Note, wherever the term "Lender" shall be used it
shall refer to any affiliate or subsidiary of Lender and to any subsequent
holder, successor or assignee hereof unless the context requires otherwise.
2
The words "Borrower" and "Lender" include singular and plural, individual
or corporation, and the respective heirs, executors, administrators, successors
and assigns of Borrowers or Lender, as the case may be. The use of any gender
applies to all genders. If more than one party is named as ▇▇▇▇▇▇▇▇, the
obligation hereunder of each such party is joint and several.
This Note is to be executed and delivered within the State of New Jersey
and the Borrower elects that the laws of the State of New Jersey shall govern
the construction of this Note and the rights, remedies, warranties,
representations, covenants, and provisions hereof.
This Note is given in replacement of and substitution for, but not in
satisfaction of, a certain ▇▇▇▇▇▇▇ and Restated Master Note dated as of May 13,
1999 in the principal amount of Two Million Five Hundred Thousand
($2,500,000.00) Dollars (the "May 1999 Note"). Upon proper execution and
delivery hereof, the May 1999 Note shall be deemed null and void and returned to
the Borrower.
IN WITNESS WHEREOF, the undersigned have caused this Note to be executed
the day and year aforesaid.
ATTEST: RONSON CONSUMER PRODUCTS CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇
--------------------- ----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇
Assistant Secretary President and Chief Executive Officer
3