EXHIBIT 4.5
Promissory Note
Payee ________
Payee's Address ________
Principal Amount $___________
Annual Principal Installment $_____________
For value received, RAL PURCHASING CORP., a New York corporation (the
"Company"), hereby promises to pay the Principal Amount to the order of Payee,
together with interest accruing at the rate of 9% per annum on the principal
amount from time to time unpaid Accrued interest on this Note shall be payable
monthly on the first day of each month beginning October 2003. The principal
amount of this Note shall be payable in five equal Annual Principal Installments
on December 31 of each year beginning 2004 and ending 2008. All payments of
principal and interest shall be made to Payee at Payee's Address or at such
other place as Payee shall from time to time designate to the Company in
writing.
Upon the failure by the Company to pay any installment due hereunder
within 30 days after written notice of such failure by the holder to the
Company, the entire principal amount of this Note and all accrued interest shall
be immediately due and payable. This Note may be prepaid by the Company at any
time, without premium or penalty. This Note may not be changed or terminated
orally, and it sets forth the entire understanding of the parties. The Payee
shall be entitled to recover reasonable costs of collection.
RAL PURCHASING CORP.
By ______________________
Date: September ____ 2003
GUARANTY
Universal Supply Group, Inc., a New York corporation ("Guarantor"), hereby
guaranties to Payee the obligations of the Company under the Note set forth
above, with the same force and effect as if Guarantor were jointly and severally
obligated with the Company under the Note. This Guaranty may not be changed or
terminated orally. The choice of law and , jurisdiction provisions of the Note
shall also apply to this Guaranty.
UNIVERSAL SUPPLY GROUP, Inc.
By ___________________________
Date: September ____, 2003
