ACQUISITION NOTE
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$6,034,482.75 New York, New York
February 27, 1998
FOR VALUE RECEIVED, each of the undersigned, DEFLECTA-SHIELD
CORPORATION, a Delaware corporation, ▇▇▇▇ INDUSTRIES, INCORPORATED, a
Minnesota corporation, BELMOR AUTOTRON CORP., a Delaware Corporation,
and DFM Corp., an Iowa Corporation (each a "Borrower" and collectively
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"Borrowers", hereby jointly and severally and unconditionally promises
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to pay to the order of DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES, a German banking corporation, ("Lender"), at the office of
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Agent (as defined in the Credit Agreement referred to below) located
at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other
place as the holder of this Revolving Note may from time to time
designate in writing, in lawful money of the United States of America
and in immediately available funds, the principal sum of SIX MILLION
THIRTY-FOUR THOUSAND FOUR HUNDRED EIGHTY-TWO DOLLARS AND 75/100 CENTS
($6,034,482.75) or, if less, the aggregate unpaid principal amount of
all advances made to Borrowers by Lender pursuant to subsection 1.1(C)
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of the Credit Agreement (as hereinafter defined), at such times as are
specified in and in accordance with the provisions of the Credit
Agreement.
This Acquisition Note is one of the Notes referred to in,
was executed and delivered pursuant to, and evidences obligations of
Borrowers under, that certain Credit Agreement dated as of February
27, 1998, by and among Borrowers, Holdings, the Active Subsidiaries
named therein, all Lenders party thereto, ▇▇▇▇▇▇ Financial, Inc., as a
Lender and as Agent, (as the same may be amended, restated,
supplemented or otherwise modified, and in effect from time to time,
the "Credit Agreement"), to which reference is hereby made for a
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statement of the terms and conditions under which the loan evidenced
hereby is made and is to be repaid and for a statement of Agent's and
▇▇▇▇▇▇▇' remedies upon the occurrence of an Event of Default (as
defined therein). The Credit Agreement is incorporated herein by
reference in its entirety. Capitalized terms used but not otherwise
defined herein are used in this Acquisition Note as defined in the
Credit Agreement.
Borrowers further jointly and severally promise to pay
interest on the unpaid principal amount of each advance from time to
time outstanding under the Acquisition Loans from the date of such
advance until payment in full thereof at the rate from time to time
applicable to the Acquisition Loans as determined in accordance with
the Credit Agreement; provided, however, that upon the occurrence and
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during the continuance of an Event of Default, as provided in the
Credit Agreement, Borrowers shall pay to Agent, for the benefit of
Lenders, interest on the principal balance of the Acquisition Loans
from time to time outstanding at the rate of interest applicable upon
the occurrence and during the continuance of an Event of Default as
determined in accordance with the Credit Agreement.
Interest charges shall be computed as set forth in the
Credit Agreement and shall be payable at the rates, at the times and
from the dates specified in the Credit Agreement, on the date of any
prepayment hereof, at maturity, whether due by acceleration or
otherwise, and as otherwise provided in the Credit Agreement. From and
after the date when the principal balance hereof becomes due and
payable, whether by acceleration or otherwise, interest hereon shall
be payable on demand.
This Acquisition Note is secured pursuant to the Credit
Agreement and the Loan Documents referred to therein, and reference is
made thereto for a statement of the terms and conditions of such
security.
If a payment hereunder becomes due and payable hereunder
other than on a Business Day, the due date thereof shall be extended
to the next succeeding Business Day, and interest shall be payable
thereon during such extension at the applicable rate specified in the
Credit Agreement. Credit for any payments made by any Borrower shall,
for the purpose of computing interest earned by ▇▇▇▇▇▇, be given in
accordance with the Credit Agreement. In no contingency or event
whatsoever shall interest charged hereunder, however such interest may
be characterized or computed, exceed the highest rate permissible
under any law which a court of competent jurisdiction shall, in a
final determination, deem applicable hereto. In the event that such a
court determines that ▇▇▇▇▇▇ has received interest hereunder in excess
of the highest rate applicable hereto, such excess shall be applied in
accordance with the terms of the Credit Agreement.
Agent shall have the continuing exclusive right to apply and
to reapply any and all payments hereunder against the Obligations in
such manner, consistent with the terms of the Credit Agreement, as
Agent deems advisable.
Each Borrower hereby waives demand, presentment and protest
and notice of demand, presentment, protest and nonpayment. Each
Borrower also waives all rights to notice and hearing of any kind upon
the occurrence and continuance of an Event of Default prior to the
exercise by ▇▇▇▇▇▇▇, or Agent on behalf of Lenders, of its right to
repossess the Collateral without judicial process or to replevy,
attach or levy upon the Collateral without notice or hearing.
In addition to, and not in limitation of, the foregoing and
the provisions of the Credit Agreement, the undersigned further
jointly and severally agree, subject only to any limitation imposed by
applicable law, to pay all expenses, including attorneys' fees and
legal expenses, incurred by the holder of this Acquisition Note in
endeavoring to collect any amounts payable hereunder which are not
paid when due, whether by acceleration or otherwise.
THIS ACQUISITION NOTE, INCLUDING PROVISIONS REGARDING THE
PAYMENT OF INTEREST, SHALL BE DEEMED TO HAVE BEEN DELIVERED AND MADE
AT NEW YORK, NEW YORK AND SHALL BE INTERPRETED AND THE RIGHTS AND
LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE
INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) AND JUDICIAL
DECISIONS OF THE STATE OF NEW YORK.
Whenever possible each provision of this Acquisition Note
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Acquisition Note shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining
provisions of this Acquisition Note. Whenever in this Acquisition Note
reference is made to Agent, Lenders or Borrowers, such reference shall
be deemed to include, as applicable, a reference to their respective
permitted successors and assigns and, in the case of any Lender, any
financial institutions to which it has sold or assigned all or any
part of its commitment to make the Acquisition Loan as permitted under
the Credit Agreement. The provisions of this Acquisition Note shall be
binding upon and shall inure to the benefit of such permitted
successors and assigns. Each Borrower's successors and assigns shall
include, without limitation, a receiver, trustee or debtor in
possession of or for such Borrower.
DEFLECTA-SHIELD CORPORATION
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairman of the Board of Directors
▇▇▇▇ INDUSTRIES, INCORPORATED
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairman of the Board of Directors
BELMOR AUTOTRON CORP.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairman of the Board of Directors
DFM CORP.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairman of the Board of Directors