Exhibit 10.13
TERM NOTE
(US BORROWERS)
U.S. $_____________________ March __, 2004
FOR VALUE RECEIVED, the undersigned, CORRPRO COMPANIES, INC.,
an Ohio corporation ("PARENT"), CCFC, INC., a Nevada corporation ("CCFC"), OCEAN
CITY RESEARCH CORP., a New Jersey corporation ("OCEAN CITY") and CORRPRO
INTERNATIONAL, INC., a Delaware corporation ("INTERNATIONAL" and, together with
Parent, CCFC, and Ocean City, collectively, "US BORROWERS"), hereby jointly and
severally promise to pay to CAPITALSOURCE FINANCE LLC, a Delaware limited
liability company ("LENDER"), the aggregate principal amount of _______ Dollars
($_____), in lawful money of the United States of America in immediately
available funds, with interest thereon, and all other Obligations related
thereto under and pursuant to the Revolving Credit, Term Loan and Security
Agreement dated as of the date hereof among US Borrowers, the other Credit
Parties named therein, CapitalSource Finance LLC (in its capacity as a Lender
and as administrative, payment and collateral agent for the Lenders), and the
other Lenders party thereto from time to time (as it may be amended,
supplemented or otherwise modified from time to time, the "LOAN AGREEMENT"), all
at the times and in the manner set forth in the Loan Agreement. Capitalized
terms used but not defined herein shall have the meanings given them in the Loan
Agreement.
1. INTEREST AND PAYMENTS.
(a) US Borrowers promise to pay interest on the
outstanding principal amount of this Term Note from the date of funding of the
US Term Loan until such principal amount is indefeasibly paid in full in cash.
Interest on the outstanding principal amount of this Term Note shall be due and
payable monthly in arrears on the first calendar day of each calendar month,
commencing with the month of May 1, 2004, at an annual rate as set forth in the
Loan Agreement, calculated on the basis of a 360-day year and for the actual
number of calendar days elapsed in each interest calculation period.
(b) Payments of interest on the US Term Loan and other
Obligations related to the US Term Loan may be made automatically, on the date
when due, by Advances under the US Revolving Facility in accordance with the
provisions of the Loan Agreement. Any payments of interest and/or principal or
other amounts under this Term Note not paid automatically through Advances under
the US Revolving Facility as provided in the Loan Agreement shall be made only
by wire transfer on the date when due, without offset, deduction or
counterclaim, in U.S. Dollars, in immediately available funds as required in the
Loan Agreement. Notwithstanding and without limiting or being limited by any
other provision of this Term Note or any other Loan Document, any payments or
prepayments received under this Term Note shall be credited and applied in such
manner and order as described in the Loan Agreement.
2. MATURITY AND PRINCIPAL PAYMENTS. Unless earlier due and
payable in accordance with the Loan Agreement or accelerated under the Loan
Documents, this Term Note and the US Term Loan shall mature, and all amounts
outstanding hereunder and all other Obligations under the Loan Documents
relating to the US Term Loan, shall become due and payable in full on the
Maturity Date. US Borrowers shall make payments on the principal amount of the
US Term Loan outstanding hereunder as required pursuant to the Loan Agreement.
3. DEFAULT RATE. Upon the occurrence and during the continuation
of an Event of Default, the Applicable Rate of interest in effect at such time
with respect to the Obligations shall be increased by the Default Rate.
4. LOAN AGREEMENT. This Term Note is referred to in, made
pursuant to, and entitled to the benefits of, the Loan Agreement. The Loan
Agreement, among other things, (i) provides for the making of the US Term Loan
by ▇▇▇▇▇▇ to US Borrowers in the aggregate maximum dollar amount first mentioned
above, (ii) contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events upon the terms and conditions therein
specified, and (iii) contains provisions defining an Event of Default and the
rights and remedies of the parties thereto. This Term Note is a secured note,
entitled to the benefits of and security interests granted in, among other
things, the Loan Agreement and the other Loan Documents.
5. PREPAYMENTS. This Term Note may be prepaid in whole or in part
only as permitted in the Loan Agreement and shall be prepaid, in whole or in
part, as provided or required in the Loan Agreement. No payment or prepayment of
any amount shall entitle any Person to be subrogated to the rights of Lender
hereunder or under the Loan Documents unless and until the Obligations have been
performed in full and indefeasibly paid in full in cash and the Loan Agreement
has been terminated.
6. PAYMENTS DUE ON A DAY OTHER THAN A BUSINESS DAY. If any
payment to be made on or under this Term Note is stated to be due or becomes due
and payable on a day other than a Business Day, the due date thereof shall be
extended to, and such payment shall be made on, the next succeeding Business
Day, and such extension of time in such case shall be included in the
computation of payment of any interest (at the interest rate then in effect
during such extension) and/or fees, as the case may be.
7. WAIVERS. US Borrowers hereby waive set off, counterclaim,
demand, presentment, protest, all defenses with respect to any and all
instruments and all notices and demands of any description with respect to this
Term Note. US Borrowers hereby agree that the provisions of the Loan Agreement
relating to waivers, rights and remedies of the parties hereto shall apply to
this Term Note.
8. LAWFUL LIMITS. This Term Note is expressly limited so that in
no contingency or event whatsoever, whether by reason of acceleration or
otherwise, shall the interest and other charges paid or agreed to be paid by US
Borrowers for the use, forbearance or detention of money hereunder exceed the
maximum rate permissible under applicable law which a court of competent
jurisdiction shall, in a final determination, deem applicable hereto. If, due to
any circumstance whatsoever, fulfillment of any provision hereof, at the time
performance of such provision shall be due, shall exceed any such limit, then
the obligation to be so fulfilled shall be reduced to such lawful limit, and any
interest or any other charges of any kind received which might be deemed to be
interest under applicable law in excess of the maximum lawful rate shall be
applied in accordance with the Loan Agreement.
9. ACKNOWLEDGEMENT OF JOINT AND SEVERAL LIABILITY.
Each of the US Borrowers acknowledges that it is jointly and severally
liable for all of the Obligations under the Loan Documents. Each of the US
Borrowers expressly understands, agrees and acknowledges that (a) US Borrowers
are all Affiliated entities by common ownership, (b) each of the US Borrowers
desires to have the availability of one common credit facility instead of
separate credit facilities, (c) each of the US Borrowers has requested that
Lender extend such a common credit facility on the terms herein provided, (d)
Lenders will be lending against, and relying on a lien upon, all of US
Borrowers' assets that are pledged as Collateral hereunder, even though the
proceeds of any particular loan made hereunder may not be advanced directly to a
particular US Borrower, (e) each of the US Borrowers will nonetheless benefit by
the making of all such loans by ▇▇▇▇▇▇▇ and the availability of a
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single credit facility of a size greater than each could independently warrant,
and (f) all of the representations, warranties, covenants, obligations,
conditions, agreements and other terms contained in the Loan Documents shall be
applicable to and shall be binding upon each of the US Borrowers.
10. GOVERNING LAW. This Term Note shall be governed by and
construed in accordance with the internal laws of the State of Maryland without
giving effect to its choice of laws provisions.
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[SIGNATURE PAGE TO TERM NOTE (US BORROWERS)]
This Term Note is executed as of the date first written above.
CORRPRO COMPANIES, INC., an Ohio corporation
By: ________________________________(SEAL)
Name:
Title
CCFC, INC., a Nevada corporation
By: ________________________________(SEAL)
Name:
Title
OCEAN CITY RESEARCH CORP., a New
Jersey corporation
By: ________________________________(SEAL)
Name:
Title
CORRPRO INTERNATIONAL, INC.,
a Delaware corporation
By: ________________________________(SEAL)
Name:
Title
