REVOLVING NOTE
--------------
$12,068,965.50 New York, New York
February 27, 1998
FOR VALUE RECEIVED, each of the undersigned, DEFLECTA-
SHIELD CORPORATION, a Delaware corporation, XXXX INDUSTRIES,
INCORPORATED, a Minnesota corporation, BELMOR AUTOTRON CORP., a
Delaware corporation, and DFM CORP., an Iowa corporation (each a
"Borrower" and collectively "Borrowers"), hereby jointly, severally
-------- ---------
and unconditionally promises to pay to the order of DRESDNER BANK
AG, NEW YORK AND GRAND CAYMAN BRANCHES, a German banking corporation
("Lender"), at the office of Agent (as defined in the Credit Agreement
------
referred to below) located at 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx 00000, 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 the United States of America and in immediately available funds,
the principal sum of TWELVE MILLION SIXTY- EIGHT THOUSAND NINE
HUNDRED SIXTY-FIVE DOLLARS AND 50/100 CENTS ($12,068,965.50) or,
if less, the aggregate unpaid principal amount of all advances
made to Borrowers by Lender under the Revolving Loans pursuant to
subsection 1.1(B) 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 Revolving 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, Xxxxxx
Financial, Inc., as 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 statement of terms and conditions
under which the loan evidenced hereby is made and is to be repaid
and for a statement of Agent's and Lenders' 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 Revolving 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 Revolving Loans from the date of
such advance until payment in full thereof at the rate from time
to time applicable to the Revolving Loans as determined in
accordance with the Credit Agreement; provided, however, that
-------- -------
upon the occurrence and 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 Revolving 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 Revolving 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 Lender, 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 Lender 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 Lenders, 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
jointly and severally further 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 Revolving Note in endeavoring to collect any
amounts payable hereunder which are not paid when due, whether by
acceleration or otherwise.
THIS REVOLVING 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 Revolving Note
shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Revolving 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 Revolving Note.
Whenever in this Revolving 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 Revolving Loans as
permitted under the Credit Agreement. The provisions of this
Revolving 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/ Xxx X. Xxxxxxxx
--------------------------------
Name: Xxx X. Xxxxxxxx
Title: Chairman of the Board of
Directors
XXXX INDUSTRIES, INCORPORATED
By: /s/ Xxx X. Xxxxxxxx
--------------------------------
Name: Xxx X. Xxxxxxxx
Title: Chairman of the Board of
Directors
BELMOR AUTOTRON CORP.
By: /s/ Xxx X. Xxxxxxxx
--------------------------------
Name: Xxx X. Xxxxxxxx
Title: Chairman of the Board of
Directors
DFM CORP.
By: /s/ Xxx X. Xxxxxxxx
--------------------------------
Name: Xxx X. Xxxxxxxx
Title: Chairman of the Board of
Directors