TERM LOAN A NOTE
TA-3 March 13, 1997
FOR VALUE RECEIVED, the undersigned Newco, Inc., a Wisconsin corporation
(the "Borrower"), hereby promises to pay The First National Bank of Boston
(the "Lender") or order, on the Term Loan A Maturity Date, the aggregate
unpaid principal amount of the Term Loan A advanced by the Lender pursuant
to the Credit Agreement referred to below. The Borrower promises to pay
interest from the date hereof, computed as provided in such Credit
Agreement, on the aggregate principal amount of such loan from time to
time unpaid at the per annum rate applicable to such unpaid principal
amount as provided in such Credit Agreement and to pay interest on overdue
principal and, to the extent not prohibited by applicable law, on overdue
installments of interest at the rate specified in such Credit Agreement,
all such interest being payable at the times specified in such Credit
Agreement, except that all accrued interest shall be paid at the stated or
accelerated maturity hereof or upon the prepayment in full hereof.
Payments hereunder shall be made to Fleet National Bank, as agent for
the Lender, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
This Note evidences borrowings under, and is entitled to the benefits
of, and is subject to the provisions of, the Credit Agreement dated as of
March 13, 1997, as from time to time in effect (the "Credit Agreement"),
among the Borrower, certain of its Affiliates, the Lender and certain
other parties. The principal of this Note is prepayable in the amounts
and under the circumstances set forth in the Credit Agreement, and may be
prepaid in whole or from time to time in part, all as set forth in the
Credit Agreement. Terms defined in the Credit Agreement are used herein
with the meanings so defined.
In case an Event of Default shall occur, the entire principal of this
Note may become or be declared due and payable in the manner and with the
effect provided in the Credit Agreement.
This Note shall be governed by and construed in accordance with the laws
(other than the conflict of laws rules) of The Commonwealth of
Massachusetts.
The parties hereto, including the Borrower and all guarantors and
endorsers, hereby waive presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance,
performance and enforcement of this Note, except as specifically otherwise
provided in the Credit Agreement, and assent to extensions of time of
payment, forbearance or other indulgence without notice.
NEWCO, INC.
By_________________________________
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