EXHIBIT 10.43
GENERAL MANUFACTURED HOUSING, INC.
Senior Subordinated Note due December 21, 2002
PPN# 37029* AA 7
No. R-1 New York, NY
$17,243,295 December 21, 1995
GENERAL MANUFACTURED HOUSING, INC., a Georgia corporation (the
"Company"), for value received, hereby promises to pay to THE EQUITABLE
LIFE ASSURANCE SOCIETY OF THE UNITED STATES, or registered assigns, the
principal amount of $17,243,295 on December 21, 2002, with interest (computed
on the basis of a 360-day year of twelve 30-day months) on the unpaid
balance of such principal amount at the rate of (a) for the period from the
date hereof to and including March 31, 2001, 10.87% per annum, and (b) 14.50%
per annum thereafter, payable quarterly on each March 31, June 30,
September 30 and December 31 after the date hereof, commencing March 31, 1996,
until such unpaid balance shall become due and payable (whether at maturity
or at a date fixed for prepayment or by declaration or otherwise), and with
interest on any overdue principal (including any overdue prepayment of
principal) and premium, if any, and (to the extent permitted by applicable
law) on any overdue interest, at the rate of 2.00% per annum plus the
otherwise applicable rate until paid, payable quarterly as aforesaid or, at
the option of the holder hereof, on demand. Payments of principal, premium, if
any, and interest on this Note shall be made in lawful money of the United
States of America at the principal office of The Chase Manhattan Bank,
N.A., in the Borough of Manhattan, the City and State of New York, or at such
other office or agency in such Borough as the Company shall have designated
by written notice to the holder of this Note as provided in the Note and Warrant
Purchase Agreement referred to below.
This Note is one of the Company's Senior Subordinated Notes due
December 21, 2002 (the "Notes"), originally issued in the aggregate principal
amount of $17,243,295 pursuant to the Note and Warrant Purchase Agreement,
dated as of December 21, 1995, as from time to time amended, between the
Company and the institutional investor referred to therein. The holder of this
Note is entitled to the benefits of such Note and Warrant Purchase Agreement
and may enforce the agreements of the Company contained therein and exercise
the remedies provided for thereby or otherwise available in respect thereof.
The obligations evidenced hereby are subordinate in the manner
and to the extent set forth in that certain Subordination Agreement, dated as
of December 21, 1995 (the "Subordination Agreement"), among the Company,
The Equitable Life Assurance Society of the United States, RFE Investment
Partners V, L.P., Sterling Commercial Capital, Inc., the State Treasurer of the
State of Michigan, as Custodian, and First Source Financial LLP (the "Senior
Lender"), to the obligations (including interest) owed by the Company to
the holders of all the Notes issued pursuant to that certain Secured Credit
Agreement, dated as of December 21, 1995, between the Company and the Senior
Lender, as such Secured Credit Agreement has been and hereafter may be
supplemented and amended from time to time; and each holder hereof, by its
acceptance hereof, agrees to be bound by the provisions of the Subordination
Agreement.
This Note is a registered Note and is transferable only upon
surrender of this Note for registration or transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed by the holder
hereof or his attorney duly authorized in writing. References in this Note
to a "holder" shall mean the person in whose name this Note is at the time
registered on the register kept by the Company as provided in such Note and
Warrant Purchase Agreement and the Company may treat such person as the
owner of this Note for the purpose of receiving payment and for all other
purposes, and the Company shall not be affected by any notice to the contrary.
The Notes are subject to required and optional prepayment, in whole
or in part, in certain cases with a premium and in other cases without a
premium, all as specified in such Note and Warrant Purchase Agreement.
In case an Event of Default, as defined in such Note and Warrant
Purchase Agreement, shall occur and be continuing, the unpaid balance of
the principal of this Note may become due and payable to the extent provided
in such Note and Warrant Purchase Agreement.
This Note is made and delivered in New York, New York, and shall
be governed by the laws of the State of New York.
GENERAL MANUFACTURED HOUSING, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Title: