[LETTERHEAD OF THE BANK OF NEW YORK]
August 29, 1997
J.B. Williams Company, Inc.
65 Harristown Road
Glen Rock, NJ 07452
Attention:
Gentlemen/Ladies:
The Bank of New York (the "Bank") is pleased to confirm that it holds
available to J.B. Williams Company, Inc. (the "Company") a $5,000,000 secured
line of credit, to be available for direct borrowings by the Company and the
issuance by the Bank of commercial letters of credit for the account of the
Company with an expiration date not later than six months after the date of
issuance thereof.
Notwithstanding the foregoing, the aggregate outstanding principal
amount of all extensions of credit under this line of credit shall not exceed
the lesser of $5,000,000 or an amount (as set forth in the most recent borrowing
base certificate delivered to the Bank) equal to the sum of the following:
1. 75% of each of the accounts receivable of the Company in
respect of which each of the following is satisfied:
a. The account debtor thereon either (i) is located in
the United States or (ii) is not located in the United States and,
in addition in respect of this clause (a)(ii), either (A) the
obligations of such account debtor are supported by a letter of
credit which (x) is issued by a person which is satisfactory to the
Bank and (y) is otherwise satisfactory in form and substance to the
Bank or (B) such account debtor is a subsidiary of a person located
in the United States;
b. The Bank has a perfected first priority security
interest therein;
c. No amounts are unpaid (i) for more than 90 days (or
such other greater or lesser period as the Bank may specify with
respect to any account debtor) past the related invoice date with
respect to accounts originated during the months of January through
July, or (ii) for more than 30 days (or such other greater or
lesser period as the Bank may specify with respect to any account
debtor) past the related due date with respect to accounts
originated during the months of August through December; and
d. No more than 25% of the accounts receivable of the
related account debtor have amounts unpaid (i) for more than 90
days past the related invoice date with respect to accounts
originated during the months of January
through July, or (ii) for more than 30 days past the related due date with
respect to accounts originated during the months of August through December;
2. The least of (a) $2,000,000 or (b) 50% of all inventory
of the Company in respect of which the Bank has a perfected first
priority security interest.
Extensions of credit under this line of credit in the form of direct
borrowings by the Company shall be evidenced by, shall be payable as provided
in, and shall bear interest at the rate specified in, a promissory note of the
Company in the form included with this letter
With respect to each commercial letter of credit, if any, issued by
the Bank under this line of credit, the Company will pay to the Bank, quarterly
in arrears, an issuance fee of 1% per annum on the average daily undrawn face
amount of such letter of credit and will also pay all other fee(s) of the Bank
in effect therefor from time to time. Each request for a letter of credit under
this line of credit shall be accompanied by a completed application and
agreement for such letter of credit on the Bank's then standard form therefor,
duly executed by the Company, and the issuance of any such letter of credit
shall be subject to the terms and conditions set forth in such application and
agreement.
All obligations of the Company to the Bank with respect to this line
of credit shall be jointly and severally guaranteed by J.B. Williams Holdings,
Inc., CEP Holdings, Inc., After Shave Products, Inc., Pre-Shave Products, Inc.
and Hair Care Products, Inc. pursuant to guarantees in the respective forms
included with this letter. All obligations of the Company to the Bank with
respect to this line of credit shall be secured, pursuant to a security
agreement in the form included with this letter, executed by the Company, which
grants the Bank a first and prior security interest in all accounts receivable
and inventory of the Company.
For so long as the Company has any obligations outstanding under this
line of credit, there shall be delivered to the Bank the following:
I. Within 45 days after the end of each quarter of each
fiscal year of the Company, financial statements of
the Company as of the end of and for such quarter and
for the period of the then current fiscal year of the
Company then ended, as prepared by management of the
Company, and in form and content satisfactory to the
Bank;
II. Within 90 days after the end of each fiscal year of
the Company, audited financial statements of the
Company as of the end of and for such fiscal year as
prepared by independent certified public accountants
selected by the Company, and acceptable to the Bank;
III. Within 15 days after the end of each month, a
borrowing base certificate and an aging schedule of
the accounts receivable of the Company, in each case
as of the last business day of such month and in form
and content satisfactory to the Bank; and
IV. Such other information as the Bank may reasonably
request from time to time;
As you know lines of credit are cancellable at any time by either
party and, in addition, (x) any extension of credit under this line of credit is
subject to the Bank's satisfaction, at the time of such extension of credit,
with the condition (financial and otherwise), business, prospects and operations
of the Company and (y) the issuance by the Bank of any commercial letter of
credit for the account of the Company is subject to the satisfaction of the
Bank, at the time
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of such issuance, with the expiry date and all other terms of such letter of
credit. Unless cancelled earlier as provided in the first sentence of this
paragraph, this line of credit shall be held available until August 31, 1998.
Very truly yours,
THE BANK OF NEW YORK
By: /s/ GERALDINE TUCKINGTON
------------------------------
Name: Geraldine Tuckington
Title: Vice President
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MASTER PROMISSORY NOTE
$5,000,000.00 August 29, 1997
For Value Received, the undersigned (the "Borrower") hereby promises to
pay to the order of THE BANK OF NEW YORK (the "Bank"), at its 10 Mason Street,
Greenwich, Connecticut office, the principal sum of Five Million and 00/100
Dollars ($5,000,000.00) or the aggregate unpaid principal amount of all advances
made by the Bank to the Borrower (which aggregate unpaid principal amount shall
be equal to the amount duly endorsed and set forth opposite the date last
appearing on the schedule attached hereto), whichever is less.
Each advance hereunder (an "Advance") shall bear interest at a rate
per annum equal to (1) the Alternate Base Rate (as hereinafter defined) or (2)
provided that the outstanding principal amount thereof is not less than
$100,000, a Eurodollar Rate (as hereinafter defined), but, in each case, in no
event in excess of the maximum rate permitted by law. Any Advance which shall
not be paid when due shall bear interest, payable on demand, at a rate per annum
equal to the Alternate Base Rate plus 2%, but in no event in excess of the
maximum rate permitted by law.
As used in this note:
"Alternate Base Rate " shall mean, for any day, a rate per annum equal
to the higher of (i) the Prime Rate in effect on such day and (ii) the Federal
Funds Rate in effect on such day plus one-half of one percent (1/2%);
"Alternate Base Rate Advance" shall mean any Advance which bears
interest at the Alternate Base Rate;
"Business Day" shall mean (i) any day other than a Saturday, Sunday or
other day on which commercial banks in New York New York or Greenwich,
Connecticut are required or permitted by law " close and (iv with respect to
Eurodollar Rate Advances any day specified in clause (i) of this definition
which is also a day on which commercial banks are open for domestic and
international business, including dealings in Dollar deposits, in London,
England and New York New York;
"Dollar" and "$" shall mean lawful money of the United States of
America;
"Eurodollar Interest Period" shall mean, with respect to any Eurodollar
Rate Advance, a period selected by the Borrower and acceptable to the Bank
commencing on the date such Eurodollar Rate Advance is made and ending one (1)
month, two (2) months or three (3) months thereafter; provided, however, that
(i) any Eurodollar Interest Period which would otherwise end on a day which is
not a Business Day shall be extended to the immediately succeeding Business Day
unless such Business Day falls in another calendar month (in which case such
Eurodollar Interest Period shall end on the immediately preceding Business Day),
(ii) no Eurodollar Interest Period shall end after the date until which the line
of credit under which Advances may be made is held available to the Borrower,
(iii) if any Eurodollar Interest Period begins on the last Business Day of a
calendar month or on a day for which there is no numerically corresponding day
in the calendar month during which such Eurodollar Interest Period is to end,
such Eurodollar Interest Period shall end on the last Business Day of such
calendar month, and (iv) no Eurodollar Interest Period shall be less than one
(1) month;
"Eurodollar Rate" shall mean, with respect to any Eurodollar Rate
Advance for the then current Eurodollar Interest Period applicable thereto, a
rate per annum equal to, during such Eurodollar Interest Period, the sum of
1-1/2% S LIBOR for such Eurodollar Interest Period;
"Eurodollar Rate Advance" shall mean any Advance which bears interest
at a Eurodollar Rate;
"Federal Funds Rate" shall mean, for any day, the weighted average of
the rates on overnight Federal funds transactions with the members of the
Federal Reserve System arranged by Federal funds brokers, as published for such
day (or if such day is not a Business Day, for the immediately preceding
Business Day) by the Federal Reserve Bank of New York, or if such rate is not so
published for any day which is a Business Day, the average of quotations for
such day on such transactions received by the Bank from three Federal funds
brokers of recognized standing selected by the Bank;
"LIBOR" shall mean, with respect to any Eurodollar Rate Advance for the
then current Eurodollar Interest Period relating thereto, the rate per annum at
which the Bank offers deposits in Dollars to leading banks in the London
interbank market on the date two (2) Business Days prior to the commencement of
such Eurodollar Interest Period for a period equal to such Eurodollar Interest
Period and in an amount equal to the amount of such Eurodollar Rate Advance;
"Maturity Date" shall mean, with respect to any Eurodollar Rate
Advance, the last Business Day of the Eurodollar Interest Period applicable to
such Eurodollar Rate Advance;
"Obligations" shall mean and include any and all present or future
obligations or liabilities of any Obligor to the Bank, whether incurred by such
Obligor as maker, indorser, drawer, acceptor, guarantor, accommodation party,
counterparty, purchaser, seller or otherwise, and whether due or to become due,
secured or unsecured, absolute or contingent, joint and/or several, and
howsoever and whensoever acquired by the Bank;
"Obligor" shall mean and include the Borrower, any guarantor hereof or
any hypothecator of any collateral securing this note; and
"Prime Rate" shall mean, for any day, a rate per annum equal to the
prime commercial lending rate of the Bank as publicly announced to be in effect
from time to time, such rate to be adjusted automatically, without notice, on
the effective date of any change in such rate-. The Borrower acknowledges that
the Prime Rate is not the lowest rate at which the Bank may make loans or other
extensions of credit.
Each Alternate Base Rate Advance shall be payable ON DEMAND and may be
prepaid in whole at any time or in part from time to time. Each Eurodollar Rate
Advance shall be payable on the Maturity Date of such Eurodollar Rate Advance
and, except as otherwise provided herein, the Borrower shall not have the right
to prepay such Eurodollar Rate Advance.
Interest shall be computed on the basis of a 360-day year for the
actual number of days elapsed. Interest on each Alternate Rate Advance shall be
payable monthly on the last day of each month and at maturity. Interest on each
Eurodollar Rate Advance shall be payable on the Maturity Date thereof. Upon any
prepayment of Alternate Base Rate Advances, the Borrower shall pay interest on
the amount so prepaid to the date of such prepayment.
If any payment hereof becomes due and payable on a day other than a
Business Day, such payment shall be extended to the next preceding Business Day;
provided, however, that
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in the case of a payment in respect of the principal amount of a Eurodollar Rate
Advance, if such next succeeding Business Day falls in another calendar month,
such payment shall be due on the immediately preceding Business Day. If the date
for any payment of principal is so extended, interest thereon shall be payable
for the extended time.
Whenever the Borrower desires the Bank to make an Advance, the Borrower
shall give the Bank irrevocable notice (i) in the case of any Alternate Base
Rate Advance, on or prior to the date of such Advance and (ii) in the case of
any Eurodollar Rate Advance, at least three (3) Business Days prior to the date
of such Advance, of its intention to borrow, specifying the date of such
Advance, the interest rate to be applicable to such Advance, and, if such
Advance is to be a Eurodollar Rate Advance, the requested Eurodollar Interest
Period for such Advance (which shall comply with the definition of Eurodollar
Interest Period above). If, on any day on which the Borrower requests a
Eurodollar Rate Advance, the Bank and the Borrower are unable to agree on the
Eurodollar Interest Period applicable to such Advance, such Advance shall be an
Alternate Base Rate Advance. Each Eurodollar Rate Advance shall be in an
integral multiple of $100,000.
If either:
(i) The Bank and the Borrower are unable to agree on the
Eurodollar Interest Period applicable to a Eurodollar Rate
Advance, or
(ii) The Eurodollar Interest Period applicable to a Eurodollar Rate
Advance is not in conformity with the definition of Eurodollar
Interest Period above, or
(iii) The amount of any Eurodollar Rate Advance is not an integral
multiple of $100,000; or
(iv) The Bank shall determine at any time that (a) the Eurodollar
Rate cannot be determined for any Eurodollar Interest
Period, (b) deposits of the relevant amount and term are not
available in the London interbank Eurodollar market with
respect to the making of a Eurodollar Rate Advance, (c) the
rate at which deposits are offered to the Bank in the
relevant market will not accurately reflect the cost to the
Bank of making or maintaining a Eurodollar Rate Advance, or
(d) by reason of any adoption of or change in any applicable
law or regulation or any change in the interpretation or
application thereof it has become unlawful for the Bank to
make any Eurodollar Rate Advance,
then no Eurodollar Rate Advances shall be available hereunder (and any requested
Eurodollar Rate Advance shall be made as an Alternate Base Rate Advance) until
the Bank has given the Borrower written notice of the termination of such
condition.
Notwithstanding any other provision hereof, if any applicable law,
treaty, regulation or directive of any government or any agency, instrumentality
or authority thereof, or any change therein or in the interpretation or
application thereof, shall make it unlawful for the Bank (or the office or
branch where the Bank makes or maintains any Eurodollar Rate Advance) to
maintain any Eurodollar Rate Advance, the Borrower shall, if any Eurodollar Rate
Advance is then outstanding, promptly upon request from the Bank, either prepay
such Eurodollar Rate Advance, together with accrued interest on the amount
prepaid to the date of prepayment, or, at the Borrower's option, convert such
Eurodollar Rate Advance into an Alternate Base Rate Advance. If any such
prepayment or conversion of any Eurodollar Rate Advance is made on a day that is
not the Maturity Date thereof, the Borrower shall also compensate the Bank, as
provided in the second succeeding paragraph, as a result of such prepayment or
conversion.
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In the event that any applicable law, treaty or governmental regulation
(whether now or hereafter in effect), or any change therein or in the
interpretation or application thereof, or compliance by the Bank with any
request or directive (whether or not having the force of law) from any central
bank or other financial, monetary or other authority, shall (i) subject the Bank
to any tax of any kind whatsoever with respect to this note or any Eurodollar
Rate Advance or change the basis of taxation of payments to the Bank of
principal, interest, fees or any other amount payable under this note (except
for changes in the rate of tax on the overall net income of the Bank by the
jurisdiction in which the Bank maintains its principal office), (ii) impose,
modify or hold applicable any reserve, special deposit, assessment or similar
requirement against assets held by, or deposits in or for the account of,
advances or loans by, or other credit extended by, any office of the Bank,
including (without limitation) pursuant to Regulation D of the Board of
Governors of the Federal Reserve System, or (iii) impose on the Bank or the
London interbank Eurodollar market any other condition with respect to this note
or any Eurodollar Rate Advance, and the result of any of the foregoing is to
increase the cost to the Bank of making or maintaining any Eurodollar Rate
Advance by an amount that the Bank deems to be material or to reduce the amount
of any payment (whether of principal, interest or otherwise) in respect of any
Eurodollar Rate Advance by an amount that the Bank deems to be material, then,
in any such case, the Borrower shall promptly pay to the Bank for its account,
upon its demand, such additional amount as will compensate the Bank for such
additional cost or such reduction, as the case may be; provided, however, that
the foregoing shall not apply to increased costs which are reflected in a
Eurodollar Rate.
The Borrower agrees to indemnify the Bank and to hold the Bank harmless
from and against all losses and expenses that the Bank may sustain or incur (i)
if the Borrower makes any payment or prepayment of the principal of, or
converts, any Eurodollar Rate Advance on a day other than the Maturity Date
thereof (whether as a result of acceleration of the maturity of such Advance,
pursuant to or as a result of the second preceding paragraph, or otherwise) or
(ii) if the Borrower, for any reason whatsoever, fails to complete a borrowing
of any Eurodollar Rate Advance on the date specified therefor after notice
thereof has been given and the Bank has determined to make such Eurodollar Rate
Advance (including, without limitation, in each case, any interest payable by
the Bank to lenders of funds obtained by the Bank in order to make or maintain
such Eurodollar Rate Advance).
A certificate of the Bank setting forth such amount or amounts as shall
be necessary to compensate the Bank as specified in the immediately preceding
two paragraphs, submitted by the Bank to the Borrower, shall be conclusive
absent manifest error, and the obligations of the Borrower under the immediately
preceding two paragraphs shall survive payment of this note and all Advances.
If the Bank shall make a new Advance on a day on which the Borrower is
to repay an Advance, the Bank shall apply the proceeds of the new Advance to
make such repayment and only the amount by which the amount being advanced
exceeds the amount being repaid shall be made available to the Borrower in
accordance with the terms of this note.
The Borrower hereby authorizes the Bank to accept telephonic
instructions from a duly authorized representative of the Borrower to make an
Advance or receive a payment hereof, and to endorse on the schedule attached
hereto the amount of all Advances and all principal payments hereof received by
the Bank, the interest rate applicable to each Advance and the Maturity Date of
each Eurodollar Rate Advance.
The Bank is hereby authorized to charge any deposit account of the
Borrower maintained at the Bank for each principal prepayment hereof on the date
made, and for each principal payment and for each interest payment due hereunder
on the due date thereof. The Bank
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shall credit the Borrower's deposit account maintained at the Bank in the amount
of each Advance on the date of such Advance, which credit will be confinned to
the Borrower by standard advice of credit or notation in the monthly statement
sent to the Borrower in connection with such account. The Borrower agrees that
the actual crediting of the amount of any Advance to the Borrower's deposit
account maintained at the Bank shall constitute conclusive evidence that such
Advance was made, and neither the failure of the Bank to indorse on the schedule
attached hereto the amount of any Advance, the *merest rate applicable to any
Advance or the Maturity Date of any Eurodollar Rate Advance nor the failure of
the Bank to forward an advice of credit to the Borrower or note any Advance in
the monthly statement sent to the Borrower shall affect the Borrower's
obligations hereunder.
All payments hereof shall be made in lawful money of the United States
of America and in immediately available funds.
The Bank shall have a lien on the balances of the Borrower now or
hereafter on deposit with or held as custodian by the Bank and the Bank shall
have full authority to set off such balances against the indebtedness evidenced
by this note or any other Obligation of the Borrower and may at any time,
without notice, to the extent permitted by law, apply the same to the Advances
or such other Obligations, whether due or not.
All obligations of the Borrower to the Bank under this note are secured
pursuant to the terms of the security agreement executed by the Borrower in
favor of the Bank dated of even date herewith as such agreement may be amended
or modified from time to time and any other security agreement that the Borrower
shall have executed or shall at any time execute in favor of the Bank, and the
Bank is entitled to all the benefits thereof.
The Borrower acknowledges that the Alternate Base Rate Advances are
payable on demand and payment thereof may be demanded by the Bank at any time
for any reason in the sole and absolute discretion of the Bank, and such right
of the Bank shall not be affected or impaired by any condition, event or
circumstance whatsoever.
All Advances together with all accrued interest thereon shall become
immediately and automatically due and payable, without demand, presentment,
protest or notice of any kind, upon the commencement by or against any Obligor
of a case or proceeding under any bankruptcy, insolvency or other law relating
to the relief of debtors, the readjustment, composition or extension of
indebtedness or reorganization or liquidation.
All Eurodollar Rate Advances, together with all accrued interest
thereon, shall become immediately and automatically due and payable, without
demand, presentment, protest or notice of any kind, upon the occurrence of any
of the following events:
A. Failure of any Obligor in the performance of any of
such Obligor's covenants herein or in any instrument, document or
agreement delivered in connection herewith; or
B. Default by any Obligor in the payment or performance of
any Obligation; or
C. Failure of any Obligor to pay when due any other
indebtedness for borrowed money, acceleration of the maturity of such
indebtedness or the occurrence of any event which with notice or
lapse of time, or both, would permit acceleration of such
indebtedness; or
D. The death or incompetence of any Obligor who is an
individual; or
-5-
E. The dissolution, merger or consolidation of, or the
sale or disposal of all or substantially all of the assets of, any
Obligor which is not an individual without the prior written consent
of the Bank; or
F. The financial condition or credit standing of any
Obligor shall be or become materially impaired in the sole opinion of
the Bank or any of its officers; or
G. Commencement of any proceeding, procedure or other
remedy supplemental to the enforcement of a judgment against any
Obligor; or
H. Any representation or warranty made by any Obligor or
any financial or other statement of any Obligor delivered to the Bank
by or on behalf of any Obligor proves to be untrue, incorrect or
incomplete when made or delivered; or
I. The death of the insured under any life insurance
policy held as collateral by the Bank for the Obligations of any
Obligor with respect to this note, or the non-payment of any premiums
on any such life insurance policy; or
J. The validity or enforceability of this note, any
guarantee hereof or any other document delivered in connection
herewith shall be contested or declared null and void or any Obligor
shall deny it has any liability or obligation under or with respect
to this note, any guarantee hereof or any other document delivered by
it in connection herewith; or
K. Any Obligor shall make payment on account of any
indebtedness subordinated to the indebtedness evidenced by this note
in contravention of the terms of such subordination; or
L. Cancellation of the line of credit under which such
Advances were made.
The Borrower does hereby forever waive presentment, demand, protest,
notice of protest and notice of nonpayment or dishonor of this note.
The Borrower agrees to pay all costs and expenses incurred by the Bank
incidental to or in any way relating to the Bank's enforcement of the
obligations of the Borrower hereunder or the protection of the Bank's rights
hereunder, including, but not limited to, reasonable attorneys' fees and
expenses, whether or not litigation is commenced.
Promptly upon the Bank's request, the Borrower agrees to furnish to the
Bank such information (including, without limitation, financial statements and
tax returns of the Borrower) and to permit the Bank to inspect and make copies
of its books and records, as the Bank shall reasonably request from time to
time.
The Borrower waives, in any litigation relating to this note or the
transactions contemplated hereby any right to claim or interpose any
counterclaim or set-off of any kind.
This note may not be amended, and compliance with its terms may not be
waived, orally or by course of dealing, but only by a writing signed by an
authorized officer of the Bank.
This note may be assigned or indorsed by the Bank and its benefits
shall inure to the successors, indorsees and assigns of the Bank.
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The Borrower authorizes the Bank to date this note and to complete any
blank space herein according to the terms upon which any Advances were granted.
No failure on the part of the Bank to exercise, and no delay in
exercising, any right, remedy or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise by the Bank of any right,
remedy or power hereunder preclude any other or future exercise thereof or the
exercise of any other right, remedy or power.
Each and every right, remedy and power hereby granted to the Bank or
allowed it by law or other agreement shall be cumulative and not exclusive the
one of any other right, remedy or power, and may be exercised by the Bank from
time to time.
Every provision of this note is intended to be severable; if any term
or provision of this note shall be invalid, illegal or unenforceable for any
reason whatsoever, the validity, legality and enforceability of the remaining
provisions hereof shall not in any way be affected or impaired thereby.
The Borrower represents and warrants that the Borrower is a corporation
duly organized, validly existing and in good standing under the laws of the
state of its incorporation and is duly qualified to do business in the State of
New York; that the execution, delivery and performance of this note are within
the Borrower's corporate powers and have been duly authorized by all necessary
action of its board of directors and shareholders; and that each person
executing this note has the authority to execute and deliver this note on behalf
of the Borrower.
THE PROVISIONS OF THIS NOTE SHALL BE CONSTRUED AND INTERPRETED, AND ALL
RIGHTS AND OBLIGATIONS HEREUNDER DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE
STATE OF CONNECTICUT WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE
BORROWER SUBMITS TO THE JURISDICTION OF STATE AND FEDERAL COURTS LOCATED IN THE
STATE OF CONNECTICUT AND THE CITIES OF STAMFORD OR BRIDGEPORT IN PERSONAM AND
AGREES THAT ALL ACTIONS AND PROCEEDINGS RELATING DIRECTLY OR INDIRECTLY TO THIS
NOTE SHALL BE LITIGATED ONLY IN SAID COURTS OR COURTS LOCATED ELSEWHERE AS
SELECTED BY THE BANK AND THAT SUCH COURTS ARE CONVENIENT FORUMS. THE BORROWER
WAIVES PERSONAL SERVICE UPON IT AND CONSENTS TO SERVICE OF PROCESS BY MAILING A
COPY THEREOF TO IT BY REGISTERED OR CERTIFIED MAIL.
THE BORROWER AND THE BANK WAIVE THE RIGHT TO TRIAL BY JURY IN ANY
ACTION OR PROCEEDING BASED UPON, ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS
NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY.
J.B. WILLIAMS COMPANY, INC. Address:
--------
65 Harristown Road
Glen Rock, NJ 07452
Attention:
----------
By:/s/ KEVIN C. HARTNETT
---------------------------
Name: Kevin C. Hartnett
-------------------------
Title: Vice President
-------------------------
By:
---------------------------
Name:
-------------------------
Title:
-------------------------
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Schedule to
Promissory Note - J.B. Williams Company, Inc.
Date of Amount of Type of Maturity Date Interest Amount of Aggregate Unpaid
Advance Advance Advance* of Advance** Rate*** Payment Principal Amount
- ------- --------- ------- ------------- -------- --------- ----------------
- ---------------------------
* Insert "Alternate Base Rate" (or "ABR") or "Eurodollar Rate," as
applicable.
** Only applicable for Eurodollar Rate Advances.
*** For Alternate Base Rate Advances, insert "ABR." For Eurodollar Rate
Advances, insert the actual interest rate.