Exhibit 4.3.5
NUMATICS, GMBH
SENIOR SECURED TERM A NOTE DUE NOVEMBER 27, 2006
U.S. $1,700,000 November 28, 2001
FOR VALUE RECEIVED, the undersigned, Numatics, GmbH (the "Company"), hereby
promises to pay to AMERICAN CAPITAL STRATEGIES, LTD., or registered assigns (the
"Holder"), the principal sum of ONE MILLION SEVEN HUNDRED THOUSAND UNITED STATES
DOLLARS (U.S. $1,700,000) with interest thereon on the terms and conditions set
forth in the Note Purchase Agreement (as defined herein), the payment of the
principal and premium, if any, and interest on, this Note are secured pursuant
to the terms of the Security Documents.
Notwithstanding any provision to the contrary in this Note, the Note
Purchase Agreement or any other agreement, the Company shall not be required to
pay, and the Holder shall not be permitted to contract for, take, reserve,
charge or receive, any compensation which constitutes interest under applicable
law in excess of the maximum amount of interest permitted by law.
This Note is one of a series of Senior Secured Term A Notes (herein called
the "Notes") issued pursuant to the Note Purchase Agreement, dated as of
November 28, 2001 (as amended from time to time, the "Note Purchase Agreement"),
among the Company, Numatics, Incorporated, Numatics Ltd., the other loan parties
signatory thereto, the Holder and American Capital Financial Services, Inc., and
the Holder is entitled to the benefits thereof. All capitalized terms used but
not defined herein shall have the meanings respectively ascribed to them in the
Note Purchase Agreement. Each Holder of this Note will be deemed, by its
acceptance hereof, to have agreed to the provisions and to have made the
representations and warranties set forth in Article 6 of the Note Purchase
Agreement.
This Note is transferable only by surrender hereof at the principal office
of the Company in St. ▇▇▇▇▇▇▇▇, Germany or the office of Numatics, Incorporated
in Highland, Michigan, duly endorsed or accompanied by a written instrument of
transfer duly executed by the registered Holder of this Note as shown in the
register of the Company.
This Note is also subject to mandatory and optional prepayment, in whole or
from time to time in part, at the times and on the terms specified in the Note
Purchase Agreement, but not otherwise.
If an Event of Default as defined in the Note Purchase Agreement occurs and
is continuing, the unpaid principal of this Note may be declared or otherwise
become due and payable in the manner, at the price and with the effect provided
in the Note Purchase Agreement.
Payments of principal and interest on with respect to this Note are secured
by the liens granted pursuant to the terms of the Security Documents.
This Note and the rights and obligations of the parties hereto shall be
deemed to be contracts under the laws of the State of New York and for all
purposes shall be governed by and construed and enforced in accordance with the
laws of said State, except for its rules relating to the conflict of laws.
IN WITNESS WHEREOF, this Senior Secured Term A Note is executed and
delivered as of the date first set forth above.
NUMATICS, GMBH
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
General Manager