FOURTH AMENDMENT
TO AMENDED AND RESTATED LOAN AGREEMENT
This FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
(this "Amendment") is made as of September 5, 2000 by and between CFC
INTERNATIONAL, INC., a Delaware corporation ("Borrower") and LASALLE BANK
NATIONAL ASSOCIATION, a national banking association ("Bank").
BACKGROUND
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A. Borrower and Bank are parties to an Amended and Restated
Loan Agreement dated as of April 1, 1998, as amended as of November 13, 1998, as
of March 19, 1999, and as of July 6, 2000 (as the same may be hereafter amended,
modified or supplemented from time to time, the "Loan Agreement"), pursuant to
which Bank has made (i) revolving loans and advances in an aggregate principal
amount outstanding not to exceed $4,500,000 to Borrower, and (ii) a term loan in
an aggregate principal amount outstanding not to exceed $2,625,000;
B. Borrower has requested that Bank make a new loan to
Borrower in the amount of $3,200,000, and Bank is willing to make such new term
loan provided that Borrower enter into this Amendment and upon the terms and
conditions set forth herein.
C. Terms used herein but not defined herein shall have the
meanings assigned to them in the Loan Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual promises herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:
SECTION 1 AMENDMENTS TO LOAN AGREEMENT
1.1 Section 1 of the Loan Agreement is hereby amended by
inserting the following new definitions in their appropriate alphabetical
positions:
"Collateral" means any and all of Borrower's Equipment wheresoever
located and whether now or hereafter owned, acquired, arising or
existing, all proceeds of the foregoing (including, without
limitation, all proceeds of insurance policies or letters of credit
covering or related to the foregoing) and all writings,
correspondence, books, files, invoices, bills of lading, purchase
orders, computer files and programs, computer tapes and discs and
cards, accounting records, data, information and other records
relating to the foregoing, together with all monies, deposits,
accounts, credits or other property now or hereafter in the
possession of the Bank for the account of Borrower.
"Equipment" has the meaning assigned in the Illinois Uniform
Commercial Code, wheresoever located, including, without
limitation, all equipment and fixtures, office machines, tools,
dyes, dies, furniture, machinery, vehicles, trade fixtures and all
other tangible personal property (other than Inventory), together
with any and all accessories, parts and appurtenances thereto,
substitutions therefor and replacements thereof, wheresoever
located, whether now or hereafter owned, acquired, arising or
existing.
"Permitted Liens" means Liens on the Collateral (i) provided for
under this Agreement, the Second Term Note or the Loan Documents in
favor of the Bank; (ii) arising out of judgments or awards in
respect of which Borrower shall in good faith be prosecuting an
appeal or proceedings for review and in respect of which Borrower
shall have secured a subsisting stay of execution pending such
appeal or proceedings for review, provided Borrower shall have set
aside reserves which the Bank reasonably deems adequate with
respect to such judgment or award; (iii) purchase money security
interests in any Equipment acquired by Borrower to the maximum
amount of $100,000.
"Second Term Loan" means that certain second term loan made by the
Bank to the Borrower as more particularly described in Section
2.5.1.
"Second Term Loan Maturity Date" has the meaning set forth in
Section 2.5.2 hereof.
"Second Term Note" means the Second Term Note executed by the
Borrower as defined in Section 2.5.2, which is in the form attached
hereto as Exhibit C.
"Swap Rate" means the rate of interest equal to the per annum rate
of interest at which the Bank determines its cost of funds equal to
the yield on the five-year United States Treasury Notes or
Securities plus a corresponding swap spread as published in
Bloomberg's Financial Markets Commodities News, in effect from time
to time, and in the absence of such publication, as determined by
the Bank in its sole discretion.
1.2 Section 1 of the Loan Agreement is hereby amended by
inserting the following amended definitions in their appropriate alphabetical
positions:
"Loan(s)" shall mean, individually and collectively, each and all
Revolving Loans, the Term Loan, and the Second Term Loan made by
the Bank to the Borrower and all Letters of Credit issued by the
Bank for the benefit of the Borrower under and pursuant to this
Agreement.
"Note(s)" shall mean the Revolving Note, the Term Note, and the
Second Term Note, and each one of them.
1.3 Section 2 of the Loan Agreement is hereby amended by adding the following
new Section 2.3, and renumbering the existing Sections 2.3 and 2.4 to Sections
2.4 and 2.5, respectively:
2.3 Second Term Loan
2.3.1 Funding of the Term Loan. Subject to the terms
and conditions of this Agreement, the Bank shall make a
second term loan (the "Second Term Loan") on the date
hereof to Borrower in the principal amount of Three
Million Two Hundred Thousand Dollars ($3,200,000) (the
"Second Term Loan Commitment").
2.3.2 Second Term Note; Repayment of Principal. In
order to evidence the Second Term Loan on the date hereof,
Borrower will execute and deliver a promissory note, in
the form of Exhibit C hereto (together with any and all
amendments, modifications, supplements, substitutions,
renewals, extensions, and restatements, thereof and
therefor, the "Second Term Note"), repayable and maturing
in accordance with and bearing interest as set forth in
this Agreement and as set forth in the Second Term Note.
Payments of principal amounts due under the Term Note
shall be made in fifty-nine (59) equal monthly
installments of principal, each in the amount of
Fifty-Three Thousand Three Hundred Thirty-three Dollars
($53,333), plus interest, commencing on October 1, 2000
and continuing on the first day of each month thereafter,
unless such day is not a Business Day, then on the next
succeeding Business Day, with a final installment of the
then outstanding principal balance together with all
interest accrued thereon on September 5, 2005 (the "Second
Term Loan Maturity Date").
2.3.3 Second Term Loan Interest Rate; Payments. The
Second Term Loan shall bear interest on the unpaid
principal balance thereof at a rate per annum equal to the
Swap Rate, plus two and one tenth percent (2.10%).
Interest shall be payable monthly in arrears, commencing
on October 1, 2000 and continuing on the first day of each
month thereafter, unless such day is not a Business Day,
then on the next succeeding Business Day.
1.4 Renumbered Section 2.5 of the Loan Agreement is
hereby amended and restated as follows:
2.5 Prepayment.
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2.5.1 Term Loan. The principal balance of the Term
Loan may be prepaid in whole or in part at any time
without premium or penalty, provided that any prepayment
of the Term Loan (i) shall include accrued interest on the
amount of such prepayment to the date of such prepayment
and (ii) shall be in a minimum amount $10,000 or a
multiple of $1,000 in excess thereof.
2.5.2 Second Term Loan. The principal balance of the
Second Term Loan may be prepaid in whole or in part at any
time without premium or penalty, provided that any
prepayment of the Second Term Loan (i) shall include
accrued interest on the amount of such prepayment to the
date of such prepayment and (ii) shall be in a minimum
amount $10,000 or a multiple of $1,000 in excess thereof.
In connection with any prepayment, in whole or in part, of
the Second Term Loan, Borrower shall pay to Bank as
provided hereunder, a "Make Whole Premium Amount" if the
"Reinvestment Yield" (as hereinafter defined) is less than
Bank's matched cost for the Loan being prepaid. The "Make
Whole Premium Amount" shall equal the positive difference
between two sums determined by subtracting the second sum
from the first sum, each sum representing the total
cumulative present value of each payment of principal
being prepaid. The first sum shall be calculated by
discounting each such prepaid amount utilizing an interest
factor equal to Bank's matched cost for the Loan being
prepaid. The "Reinvestment Yield" shall be defined as the
sum of 210 basis points plus the U.S. Treasury Rate for an
issue with comparable average life to that portion of the
Second Term Loan being prepaid plus the corresponding swap
spread as published in Bloomberg's Financial Markets
Commodities News. In the absence of material error, a
certificate from the Bank specifying such losses, costs or
expenses shall be conclusive and binding on all parties.
The Second Term Loan shall be conclusively deemed to have
been funded on behalf of Bank in the manner specified by
it in such calculations by the purchase of a matched fund
deposit corresponding in amount and maturity to such Term
Loan.
1.5 Section 3 of the Loan Agreement is hereby amended by
adding the following new Section 3.1:
3.1 SECURITY FOR THE SECOND TERM LOAN.
3.1.1 Grant of Security Interest. As continuing security for the
prompt payment and performance of the Second Term Loan and
indebtedness of the Borrower to the Bank, including all
refinancings, renewals, extensions, modifications and
substitutions thereof or therefor, to be retained by the
Bank, until the Second Term Loan and indebtedness of the
Borrower is fully satisfied, Borrower hereby pledges,
assigns, transfers, delivers and sets over to the Bank as
security for the Second Term Loan all of Borrower's right,
title and interest in and to, and grants the Bank a Lien
on and security interest in, all of the Collateral and any
and all amounts which may be owing from time to time by
the Bank or any other financial institution to Borrower in
any capacity, including without limitation, any balance or
share belonging to Borrower, or any monies, deposits,
credits, accounts or other Property in the possession of
the Bank. The Liens and security interests under this
subsection shall be first and prior to any other Liens and
security interests in and on the Collateral, and Borrower
shall permit no Liens, except for Permitted Liens, to
attach to the Collateral.
3.1.2 Perfection of Security Interests. The Borrower hereby
agrees to, and shall, complete, execute and deliver to the
Bank, in form and substance satisfactory to the Bank, all
mortgages, security agreements, collateral assignments,
endorsements and financing statements, all amendments to
and continuation statements for the foregoing, any
schedules to be attached to the foregoing and forms or
other documents to be completed in connection with the
foregoing, and hereby agrees to and shall take all such
other action, which the Bank may reasonably request from
time to time and which the Bank deems necessary for the
perfection or continued perfection of the security
interests granted under Section 3.1.1 above. The Borrower
hereby agrees with the Bank that a carbon, photographic or
other reproduction of this Agreement may be filed in lieu
of, and shall be sufficient as, a financing statement.
Borrower hereby authorizes the Bank, without requiring the
Bank to do so, to execute and file any such financing
statements, amendments, continuation statements,
applications to note the Bank's lien on certificates of
title, schedules, forms or other documents on behalf of
and as the attorney-in-fact for Borrower in order to
perfect the security interests granted under
Section 3.1.1 above.
3.1.3 Appointment as Attorney-in-Fact. Borrower hereby
irrevocably designates, makes, constitutes and appoints
the Bank as Borrower's true and lawful attorney-in-fact,
which appointment is coupled with an interest, and
authorizes and empowers the Bank, in Borrower's or the
Bank's name, upon the happening or occurrence and during
the continuation of an Event of Default hereunder, at such
time or times thereafter as the Bank may determine: (i) to
lease, collect, transfer, store, or dispose of the
Collateral and collect all proceeds thereof and direct
obligors thereon to make payment thereon directly to the
Bank; (ii) to exercise all of Borrower's rights and
remedies with respect to the Collateral; (iii) to sign any
bill of sale, or other instrument of transfer on the
account of the Collateral upon such terms, for such
amount, and at such time or times as the Bank deems
advisable; (iv) to settle, adjust or compromise any
claims or legal proceedings with respect to the
Collateral ; (v) to discharge or release any party liable
with respect to the Collateral; (vi) to prepare, file and
sign Borrower's name on and to any bankruptcy proof of
claim form or other similar document on account of the
Collateral; (vii) to prepare, file, sign or release in
Borrower's name any notice of lien, claim or mechanic's
lien, assignment or satisfaction or lien, or mechanic's
lien or similar document in connection with the
Collateral; and (viii) to take control in any commercially
reasonable manner of any Collateral.
1.6 Section 9 of the Loan Agreement is hereby amended by
adding the following new Sections 9.11, 9.12 and 9.13:
9.11 Collateral Covenants. Borrower shall maintain the
Collateral at the location set forth in Section 13.8
hereof, at the locations set forth on Schedule 9.11 or at
such other addresses as the Bank shall be informed of by
30 days prior written notice. Borrower agrees to maintain
books and records as to the location of any Collateral
that is in transit or otherwise is not located at the
location set forth in Section 13.8 hereof or on Schedule
9.11 and make such books and records available to the Bank
upon request of the Bank.
9.12 Repair and Maintenance. Borrower will maintain all of the
Collateral in good condition and repair and in proper
working order, normal wear and tear excepted. In the event
the Borrower fails in the foregoing, the Borrower hereby
authorizes, without requiring the Bank, to perform the
same and to incur such costs, fees and expenses in
connection therewith which shall be payable on demand by
the Borrower.
9.13 Defense of Collateral. Borrower shall pay, or
cause to be paid, when due, all Indebtedness, claims or
demands with respect to the Collateral which, if unpaid,
might result in, or permit the creation of, any Lien or
encumbrance on the Collateral, including, without
limitation, all claims for labor, materials and supplies,
and, in general, do and cause to be done, everything
reasonably necessary to fully preserve the rights and
interests of the Bank under this Agreement and the other
Loan Documents. In addition, Borrower shall at all times
defend the Bank's rights and interests in and to the
Collateral, and the first priority position of said rights
and interests against any and all claims of any person
adverse to the Bank (except Permitted Liens) and take all
necessary or appropriate actions to give effect to the
Bank's priority of rights and interests contemplated by
this Agreement and the other Loan Documents.
1.7 Section 12 of the Loan Agreement is hereby amended by
adding the following new Sections 12.4 and 12.5:
12.4 Sale of Collateral. Upon an Event of Default and the
declaration that the Second Term Note is due and payable,
the Bank may immediately, with only such demand or notice
to the Borrower as may be required by the version of the
Uniform Commercial Code currently enacted in Illinois, all
of such other or further demand or notice hereby expressly
waived by the Borrower to the extent permitted by law, and
without advertisement except as may be required by the
version of the Uniform Commercial Code currently enacted
in Illinois (or other applicable jurisdiction), lease,
sell or otherwise dispose of or realize upon, at public or
private auction or sale in Chicago, Illinois or elsewhere,
the whole or, from time to time, any part of the
Collateral of the Borrower or any interest which the
Borrower may have therein. The Borrower agrees to
assemble, or cause to be assembled, at its own expense,
the Collateral at such place or places as the Bank shall
reasonably designate and the Bank may, in its sole and
complete discretion, reasonably exercised, cause the
Collateral of the Borrower to remain on the Borrower's
premises at the Borrower's expense, pending sale, lease or
other disposition of said Collateral. The Bank shall have
the right to conduct such sales on the Borrower's premises
at the Borrower's expense or elsewhere. Any sale, lease or
other disposition of the Collateral of the Borrower may be
for cash, credit or any combination thereof and the Bank
may purchase all or any part of the Collateral and in lieu
of actual payment of such purchase price, may set off the
amount of such purchase price against the Obligations of
the Borrower, free from any right of redemption on the
part of the Borrower, which right is hereby waived and
released. After deducting from the proceeds of the sale,
lease or other disposition of said Collateral all expenses
incurred by the Bank in connection therewith (including
reasonable attorneys fees), the Bank shall apply such
proceeds towards the satisfaction of the Obligations of
the Borrower, and shall account to the Borrower for any
surplus of such proceeds. The Borrower shall remain
jointly and severally liable for any deficiencies. Any
notice required to be given by the Bank of a sale, lease
or other disposition or other intended action by the Bank
with respect to any of the Collateral of the Borrower
shall be mailed by the Bank, ten (10) days prior to such
sale, lease or other disposition or other intended action
by depositing such notice in the United States mail,
postage prepaid and duly addressed to the Borrower at the
addresses specified in Section 13.8 hereof and such notice
shall constitute, and the Borrower agrees that such notice
constitutes reasonable and seasonable notice of such sale,
lease or other disposition or other intended action.
12.5 Application of Proceeds. The Bank may apply all proceeds,
payments and prepayments hereunder, first, to the fees and
expenses of the Bank, second, to interest on the Second
Term Loan and third to the principal of the Second Term
Loan. The remainder, if any, shall be delivered to the
Borrower.
SECTION 2 REPRESENTATIONS AND WARRANTIES
To induce Bank to amend the Loan Agreement and grant its
consent and the requested waiver, Borrower represents and warrants to Bank that:
2.1 Compliance with Loan Agreement. On the date hereof,
Borrower is in compliance with the terms and provisions set forth in the Loan
Agreement (as modified by this Amendment) and no Event of Default specified in
Section 11 of the Loan Agreement, nor any event which would, upon notice or
lapse of time, or both, constitute such an Event of Default, has occurred.
2.2 Representations and Warranties. On the date hereof, the
representations and warranties and covenants set forth in Sections 7, 8, 9 and
10 of the Loan Agreement (as modified by this Amendment) are true and correct
with the same effect as though such representations and warranties and covenants
had been made on the date hereof, except to the extent that such representations
and warranties and covenants expressly relate to an earlier date.
2.3 Corporate Authority of Borrower. Borrower has full power
and authority to enter into this Amendment and to incur and perform the
obligations provided for under this Amendment and the Loan Agreement, all of
which have been duly authorized by all proper and necessary corporate action. No
consent or approval of stockholders or of any public authority or regulatory
body is required as a condition to the validity or enforceability of this
Amendment.
2.4 Amendment as Binding Agreement. This Amendment
constitutes the valid and legally binding obligation of Borrower, fully
enforceable against Borrower, in accordance with its terms.
2.5 No Conflicting Agreements. The execution and performance
by the Borrower of this Amendment will not (i) violate any provision of law, any
order of any court or other agency of government, or the Articles of
Incorporation or By-Laws of Borrower, (ii) violate any indenture, contract,
agreement or other instrument to which Borrower is a party, or by which its
property is bound, or be in conflict with, result in a breach of or constitute
(with due notice and/or lapse of time) a default under, any such indenture,
contract, agreement or other instrument or result in the creation or imposition
of any lien, charge or encumbrance of any nature whatsoever upon any of the
property or assets of Borrower.
SECTION 3 CONDITIONS PRECEDENT
The agreement by Bank to amend the Loan Agreement is subject
to the following conditions precedent:
3.1 Borrower shall have delivered to Bank a Second Term Note
in the original principal amount of $3,200,000, made by Borrower and payable to
the order of Bank, in the form of Exhibit A attached hereto.
3.2 Borrower shall have delivered a UCC-1 Financing Statement,
with Bank as secured party, covering the Collateral.
3.3 Borrower shall have paid to the Bank a loan fee in the
amount of $16,000 for extending the Second Term Loan.
3.4 Borrower shall have provided to Bank certified copies of
the unanimous written consent of its Board of Directors authorizing the
execution, delivery and performance by the Borrower of this Amendment and the
agreements, instruments and documents executed in connection herewith.
SECTION 4 GENERAL PROVISIONS
4.1 Except as amended by this Amendment, the terms and
provisions of the Loan Agreement shall remain in full force and effect and are
hereby affirmed, confirmed and ratified in all respects. Borrower ratifies,
confirms and affirms without condition, all liens and security interests granted
to the Bank pursuant to the Loan Agreement and the Loan Documents, and such
liens and security interests shall continue to secure the obligations and
liabilities of Borrower to Bank, including but not limited to, all loans made by
the Bank to the Borrower under the Loan Agreement as amended by this Amendment.
4.2 This Amendment shall be construed in accordance with and
governed by the laws of the State of Illinois, and the obligations of Borrower
under this Amendment are and shall arise absolutely and unconditionally upon the
execution and delivery of this Amendment.
4.3 This Amendment may be executed in any number of
counterparts.
4.4 Borrower hereby agrees to pay all out-of-pocket expenses
incurred by Bank in connection with the preparation, negotiation and
consummation of this Amendment, and all other documents related thereto,
including without limitation, the reasonable fees and expense of Bank's counsel,
and any filing fees required in connection with the filing of any documents
necessary to consummate the provisions of this Amendment.
4.5 On or after the effective date hereof, each reference in
the Loan Agreement or any of the Loan Documents to this "Agreement" or words of
like import, shall unless the context otherwise requires, be deemed to refer to
the Loan Agreement as amended hereby.
(Remainder of page intentionally left blank)
IN WITNESS WHEREOF, Borrower and Bank have caused this
Amendment to be duly executed by their duly authorized officers, all as of the
date and year first above written.
CFC INTERNATIONAL, INC.
By:
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Title:
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LASALLE BANK NATIONAL ASSOCIATION
By:
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Title:
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Schedule 9.11
CFC Holographics
2001 Palma Drive
Ventura, CA 93003
CFC International
1030 Industrial Drive
Matthews, NC 28105
CFC International
1655 Union Street
Unit 109
Chicago Heights, IL 60411
Exhibit A to Fourth Amendment
SECOND TERM NOTE
$3,200,000 September 5, 2000
CFC International, Inc., a Delaware corporation (the
"Borrower"), for value received, hereby promises to pay to the order of LaSalle
Bank National Association, a national banking association (the "Bank"), the
principal sum of Three Million Two Hundred Thousand Dollars ($3,200,000), in 59
consecutive monthly installments of principal, each in the amount of Fifty-Three
Thousand Three Hundred Thirty-Three and 00/100 Dollars ($53,333), plus interest,
commencing on October 1, 2000 and continuing on the first day of each month
thereafter, unless such day is not a Business Day (as defined in the Loan
Agreement (defined hereunder)), then on the next succeeding Business Day, with a
final installment of the then outstanding principal balance together with all
interest accrued thereon on September 5, 2005.
Any and all principal amounts remaining unpaid hereunder from
time to time shall bear interest from the date hereof until paid, computed on
the basis of actual number of days elapsed over a 360-day year, payable on the
first day of each month commencing September 5, 2000, at a fixed rate per annum
equal to nine and nine-hundredths percent (9.09%), calculated on the basis of
actual days elapsed over a 360-day year.
This Note may be prepaid in whole or in part in accordance
with the terms of the Loan Agreement.
Any amount of interest or principal hereof which is not paid
when due, whether on the first day of the month, at stated maturity, by
acceleration or otherwise, shall bear interest payable on demand at the "Default
Rate" (as such term is defined in the Loan Agreement).
All payments of principal and interest on this Note shall be
payable in lawful money of the United States of America. In no event shall the
interest payable exceed the highest rate permitted by law. Principal and
interest shall be paid to Bank at 135 South LaSalle Street, Chicago, Illinois
60603, or at such other place as the holder of this Note may designate in
writing to Borrower. Borrower authorizes Bank to charge its account maintained
with Bank in amounts equal to all payments of principal, accrued interest, and
fees from time to time as they come due and payable hereunder or under any
agreement pursuant to which this Note was issued. All payments hereunder shall
be applied as provided in the Loan Agreement. In determining Borrower's
liability to the Bank hereunder, the books and records of the Bank shall be
controlling absent arithmetic or manifest error.
This Note evidences certain indebtedness incurred under that
certain Amended and Restated Loan Agreement, dated as of April 1, 1998, and as
amended as of November 13, 1998, as of March 19, 1999, as of July 6, 2000 and as
of the date hereof between Borrower and Bank (as heretofore or hereafter
amended, the "Loan Agreement), to which reference is hereby made for a statement
of the terms and conditions under which the due date of this Note or any payment
thereon may be accelerated or is automatically accelerated, or under which this
Note may be prepaid or is required to be prepaid. All capitalized terms used
herein shall, unless otherwise defined herein, have the meanings set forth in
the Loan Agreement. The holder of this Note is entitled to all of the benefits
provided in said Loan Agreement and the Loan Documents referred to herein.
Borrower agrees to pay all costs of collection and all reasonable attorneys'
fees paid or incurred in enforcing any of the Bank's rights hereunder promptly
on demand of the Bank and as more fully set forth in the Loan Agreement.
Except as set forth in the Loan Agreement, Borrower, endorsers
and all other parties to this Note waive presentment, demand, notice, protest
and all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note and the Loan Agreement. In any
action on this Note, the Bank or its assignee need not file the original of this
Note, but need only file a photocopy of this Note certified by the Bank or such
assignee to be a true and correct copy of this Note.
This is the Second Term Note referred to in the Loan
Agreement. This Note is secured by, among other things a security interest in
the Collateral granted to the Bank pursuant to the Loan Agreement and the other
Loan Documents.
No delay on the part of the Bank in exercising any right under
this Note, any security agreement, guaranty or other undertaking affecting this
Note, shall operate as a waiver of such right or any other right under this
Note, nor shall any omission in exercising any right on the part of the Bank
under this Note operate as a waiver of any other rights.
Upon the occurrence and during the continuation of an Event of
Default under the Loan Agreement and the expiration of any applicable grace or
cure periods under the Loan Agreement, the outstanding indebtedness evidenced by
this Note, together with all accrued interest, shall be due and payable in
accordance with the terms of the Loan Agreement, without notice to or demand
upon any Borrower except as otherwise set forth in the Loan Agreement, and the
Bank may exercise all of its rights and remedies reserved to it under the Loan
Agreement or applicable law.
If any provision of this Note or the application thereof to
any party of circumstance is held invalid or unenforceable, the remainder of
this Note and the application of such provision to other parties or
circumstances will not be affected thereby and the provisions of this Note shall
be severable in any such instance.
BORROWER HEREBY WAIVES ANY RIGHT SUCH BORROWER MAY NOW OR
HEREAFTER HAVE TO SUBMIT ANY CLAIM, ISSUE OR DEFENSE ARISING HEREUNDER OR UNDER
THE OTHER DOCUMENTS RELATING TO THIS NOTE TO A TRIAL BY JURY.
This Note shall be deemed to have been made under and shall be
governed in accordance with the internal laws and not the conflict of law rules
of the State of Illinois.
CFC INTERNATIONAL, INC.
By:
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Title:
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