EXHIBIT 3
THIS DEBT INSTRUMENT IS
ISSUED WITH OID
THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE
"SECURITIES ACTS"), AND IS NOT TRANSFERABLE, EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACTS, OR EXEMPTIONS FROM
REGISTRATION THEREUNDER. FURTHERMORE, THE SECURITY REPRESENTED HEREBY IS ONLY
TRANSFERABLE PURSUANT TO THE PROVISIONS OF ARTICLE 8 OF THAT CERTAIN SENIOR
SUBORDINATED LOAN AGREEMENT, DATED AS OF JULY 21, 2000, AS AMENDED BY THAT
CERTAIN XXXXXX, CONSENT AND FIRST AMENDMENT TO SENIOR SUBORDINATED LOAN
DOCUMENTS, DATED AS APRIL 17, 2001, AND BY THAT CERTAIN SECOND AMENDMENT TO
SENIOR SUBORDINATED LOAN DOCUMENTS, DATED AS OF DECEMBER 6, 2001, AMONG CLARION
TECHNOLOGIES, INC., AND ITS SUBSIDIARIES PARTY THERETO, AS BORROWERS, AND
XXXXXXX XXXXX XXXXXXXXX CAPITAL FUND III, L.P. AND CERTAIN OTHER LENDERS SET
FORTH IN SECTION 2.1 THERETO, AS LENDERS. A COPY OF SUCH ARTICLE OF THE SENIOR
SUBORDINATED LOAN AGREEMENT WILL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF
UPON WRITTEN REQUEST THEREFOR BY HOLDER.
THIS SUBORDINATED NOTE ("NOTE") AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY
ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN
SUBORDINATION AGREEMENT DATED AS OF JULY 21, 2000 (AS AMENDED, MODIFIED OR
RESTATED, THE "INTERCREDITOR AGREEMENT") AMONG CLARION TECHNOLOGIES, INC., A
DELAWARE CORPORATION ("COMPANY"), CERTAIN SUBSIDIARIES OF THE COMPANY (TOGETHER
WITH THE COMPANY, THE "LOAN PARTIES"), XXXXXXX XXXXX XXXXXXXXX CAPITAL FUND III,
L.P. AND LASALLE BANK NATIONAL ASSOCIATION ("AGENT"), TO THE INDEBTEDNESS
(INCLUDING INTEREST) OWED BY THE LOAN PARTIES TO THE HOLDERS OF ALL OF THE NOTES
ISSUED PURSUANT TO, AND THE OTHER LENDER PARTIES UNDER, THAT CERTAIN CREDIT
AGREEMENT DATED AS OF FEBRUARY 29, 2000, AS AMENDED, AMONG THE LOAN PARTIES,
AGENT AND THE BANKS AND OTHER LENDERS THEREUNDER, AS SUCH CREDIT AGREEMENT MAY
BE AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME; AND EACH HOLDER OF THIS
NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT.
CLARION TECHNOLOGIES, INC.
SECOND AMENDMENT SENIOR SUBORDINATED SECURED NOTE
$1,000,000 December 6, 2001
Chicago, Illinois
FOR VALUE RECEIVED, the undersigned, CLARION TECHNOLOGIES, INC., a Delaware
corporation (the "Company"), and the subsidiaries of the Company signatory
hereto (together with their successors and assigns, the "Loan Parties"), jointly
and severally, hereby promise to pay to the order of XXXXXXX XXXXX XXXXXXXXX
CAPITAL FUND III, L.P. ("Lender"), the principal sum of One Million Dollars
($1,000,000), subject to adjustment from time to time as set forth herein (the
"Principal Balance"), together with interest thereon, which shall be due and
payable as provided herein.
This promissory note is a "Second Amendment Senior Subordinated Secured
Note" referred to in, and Lender is entitled to the benefits of, that certain
Senior Subordinated Loan Agreement, dated as of July 21, 2000, as amended by
that certain Waiver, Consent and First Amendment to Senior Subordinated Loan
Documents dated as of April 17, 2001, and by that certain Second Amendment to
Senior Subordinated Secured Loan Documents dated as of December 6, 2001 (the
"Loan Agreement"), between the Loan Parties, Lender and certain other lenders
set forth in Section 2.1 thereto. The terms and provisions of the Loan Agreement
are deemed incorporated herein by this reference and this Second Amendment
Senior Subordinated Secured Note shall be subject in all respects to the terms
and provisions of the Loan Agreement, as the same may be hereafter amended from
time to time. Unless otherwise defined herein, all capitalized terms used herein
shall have the meanings set forth in the Loan Agreement.
1. Payment of Interest.
(a) So long as no Event of Default has occurred and is continuing,
interest shall accrue from the date hereof on the Principal Balance from
time to time outstanding until paid, computed on the basis of a 360-day
year for the actual number of days elapsed, initially at a fixed annual
rate of 12.00%.
(b) During the Deferred Interest Period, accrued interest on the
Principal Balance shall be added to the Principal Balance as of the close
of business on the Quarterly Payment Date. Thereafter, accrued interest
shall be due and payable quarterly in arrears on each Quarterly Payment
Date. The Principal Balance, including all amounts added thereto pursuant
to this Section 1(b), shall be payable in accordance with Section 3 hereof.
In addition, all accrued and unpaid interest shall be paid upon the payment
in full of the Principal Balance and, if payment in full is not made when
due, thereafter on demand.
2. Additional Interest. After the occurrence and during the continuance of
any Event of Default, the Obligations shall bear interest from the date of the
occurrence of such Event of Default, payable on demand, at a fixed annual rate
of 15.00%.
3. Payment of Principal. The aggregate Principal Balance shall be paid in
full on June 30, 2004, subject to the provisions of the Loan Agreement
concerning mandatory and optional prepayments.
4. Payment Instructions. All payments of principal, interest, and any other
amounts due and payable hereunder shall be made prior to 12:00 p.m., Chicago,
Illinois, time, on the due date, by wire transfer of immediately available funds
to Xxxxxx's account as specified in Schedule 2.5 to the Loan Agreement (or at
any other payment office in the United States previously designated to the Loan
Parties by Lender in writing), in lawful money of the United States of America.
5. Security. The repayment of the indebtedness evidenced hereby shall be
secured by (i) that certain Security Agreement, of even date herewith, executed
by the Loan Parties (as amended, modified or supplemented from time to time, the
"Security Agreement"), and (ii) certain Mortgages, of even date herewith,
executed by certain of the Loan Parties in favor of Lender (as amended, modified
or supplemented from time to time, the "Mortgages") and together with the
Security Agreement, the "Security Documents"), provided, that, Lender, and each
other holder of this Second Amendment Senior Subordinated Secured Note, agrees,
by its acceptance hereof, that its respective rights under the Security
Documents shall, in all respects, be subject to such limitations or restrictions
as are set forth under the terms of the Intercreditor Agreement.
6. Events of Default; Acceleration of Payments. Under certain circumstances
described in Article 7 of the Loan Agreement, the occurrence of an Event of
Default may result in the acceleration of any and all Obligations of the Loan
Parties hereunder and the same may thereupon become immediately due and payable.
7. Miscellaneous.
(a) Pursuant to 26 C.F.R. ss.1.1275-3, the Company states that its
President or Chief Executive Officer, as representative of the Loan
Parties, located at 000 Xxxxxxx Xxxxxx, Xxxxxxx, XX 00000, will make
available on request to the holder of this debt instrument, the following
information: issue price, amount of original issue discount, issue date and
yield to maturity.
(b) Except as otherwise expressly provided in the Loan Agreement, the
Loan Parties whether as makers, endorsers or otherwise, severally waive
presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or
enforcement of this Second Amendment Senior Subordinated Secured Note.
(c) The Loan Parties agree, jointly and severally, to pay all
reasonable costs and expenses, including, without limitation, reasonable
attorneys' fees and expenses, expended or incurred by Xxxxxx in connection
with the negotiation, execution, delivery, amendment and enforcement of
this Second Amendment Senior Subordinated Secured Note, the collection of
any sums due hereunder, any actions for declaratory relief in any way
related to this Second Amendment Senior Subordinated Secured Note or the
protection or preservation of any rights of Lender hereunder.
(d) Any and all notices, elections, demands, requests and responses
thereto permitted or required to be given by or under this Second Amendment
Senior Subordinated Secured Note shall be given as provided in Section 8.6
of the Loan Agreement.
(e) This Second Amendment Senior Subordinated Secured Note shall be
deemed to be a contract under the laws of the State of Illinois and for all
purposes shall be governed by and construed and enforced in accordance with
the laws of the State of Illinois, without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of Illinois
or any other jurisdiction) that would cause the application of the laws of
any jurisdiction other than the State of Illinois.
(f) The liability of each Loan Party under this Note in general shall
be joint and several, and each reference herein to the Loan Parties shall
be deemed to refer to each such Loan Party. In furtherance and not in
limitation of Xxxxxx's rights and remedies hereunder or at law, Xxxxxx may
proceed under this Note against any one or more of the Loan Parties in its
absolute and sole discretion for any Loan Parties' obligations under the
Loan Agreement or any other liability or obligation of the Loan Parties
arising hereunder.
(g) The covenants of the Loan Parties set forth herein shall be
binding upon the Loan Parties and its successors and assigns and shall
inure to the benefit of Lender and its successors and assigns.
* * * *
IN WITNESS WHEREOF, the undersigned have duly executed this Second
Amendment Senior Subordinated Secured Note as of the date first written above.
CLARION TECHNOLOGIES, INC.
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Xxxxxxx Xxxxxxx, President
CLARION PLASTICS TECHNOLOGIES, INC.
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Xxxxxxx Xxxxxxx, President
CLARION REAL ESTATE, LLC.
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Xxxxxxx Xxxxxxx, President
DOUBLE "J" MOLDING, INC.
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Xxxxxxx Xxxxxxx, President
CLARION-DRAKE ACQUISITION, INC.
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Xxxxxxx Xxxxxxx, President
MITO PLASTICS, INC.
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Xxxxxxx Xxxxxxx, President
WAMAR PRODUCTS, INC.
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Xxxxxxx Xxxxxxx, President
WAMAR TOOL & MACHINE CO.
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Xxxxxxx Xxxxxxx, President