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EXHIBIT 10.51
Note No. 0250193863
STANDARD FEDERAL BANK
PROMISSORY NOTE
(Line of Credit with Term Provisions) [X] New
(First Line of Credit) [ ] Renewal
$426,000.00 Troy , Michigan
Due Date: July 1, 2002 Dated: July 18, 1995
FOR VALUE RECEIVED, on the Due Date unless accelerated earlier as provided
herein, the undersigned, jointly and severally (collectively, "Borrower"),
promise to pay to the order of Standard Federal Bank, a federal savings bank
("Standard Federal"), at its office set forth below, or at such other place as
Standard Federal may designate in writing, the principal sum of Four Hundred
Twenty Six Thousand and 00/100 Dollars ($426,000.00) or such lesser amount as
may from time to time be outstanding by reason of having been advanced
hereunder in accordance with the provisions of a Loan Agreement, dated
September 15, 1994, as amended by a First Amendment to Loan Agreement, dated
February 16, 1995 and by a Second Amendment to Loan Agreement of even date
herewith (the "Loan Agreement"), plus interest as hereinafter provided on all
amounts from time to time outstanding hereunder, all in lawful money of the
United States of America.
The principal outstanding under this Note from time to time shall bear
interest ("Effective Interest Rate"), on a basis of a year of 360 days for the
actual number of days amounts are outstanding hereunder, at a rate per annum
equal to the Wall Street Journal Prime Rate. As used herein the phrase "Wall
Street Journal Prime Rate" shall mean the "Prime Rate" published by the Wall
Street Journal as the base rate on corporate loans posted by at least 75% of
the nation's 30 largest banks as the same may be changed from time to time. If
more than one Prime Rate is published, the highest rate published shall be
deemed the Wall Street Journal Prime Rate. If the publishing of the Wall
Street Journal Prime Rate is discontinued during the term hereof, then the
Effective Interest Rate shall be based upon the index which is published by The
Wall Street Journal in replacement thereof based on similar base rates on
corporate loans or, if no such replacement index is published, the index which,
in Standard Federal's sole determination, most nearly corresponds to the Wall
Street Journal Prime Rate. If, in such event, Standard Federal selects an
index which, in the Borrower's opinion, does not correspond to the Wall Street
Journal Prime Rate, Borrower's sole remedy shall be to prepay this Note in full
without penalty or premium. Until such prepayment has been received by
Standard Federal, the index selected by Standard Federal shall apply for all
purposes of this Note.
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It is understood and agreed by Borrower that the Effective Interest
Rate shall be determined by reference to the "Wall Street Journal Prime
Rate" and not by reference to the actual rate of interest charged by any
particular bank to any particular borrower or borrowers and shall
automatically increase or decrease when and to the extent that the Wall
Street Journal Prime Rate shall have been increased or decreased.
This Note is given as evidence of any and all indebtedness of the
Borrower to Standard Federal arising as a result of advances or other
credit which may be made under this Note from time to time to and until
January 1, 1996 (the "Term Date"). Any and all indebtedness may be repaid
by the Borrower in whole or in part from time to time prior to the Term
Date. Standard Federal shall, from time to time prior to the Term Date,
make advances to Borrower hereunder upon request therefor by Borrower,
made in accordance with the requirements of the Loan Agreement, provided
that upon giving effect to such advance no Event of Default (as
hereinafter defined) and no event which with notice and/or the passage of
time would become an Event of Default shall exist at the time the advance
is to be made and that all representations and warranties of Borrower
theretofore made are true and correct and that Standard Federal shall not
have previously or concurrently declared all amounts owing hereunder to be
immediately due and payable and that the amount requested shall not cause
the total amount outstanding hereunder to exceed the First Credit Limit as
defined in the Loan Agreement. The principal amount of indebtedness owing
pursuant to this Note shall change from time to time, decreasing in an
amount equal to any and all payments of principal made by the Borrower
prior to the Due Date and increasing by an amount equal to any and all
advances made by Standard Federal to the Borrower pursuant to the terms
hereof, and the books and records of Standard Federal shall be conclusive
evidence of the amount of principal and interest owing hereunder at any
time. All payments made hereunder shall be applied first against costs
and expenses required to be paid hereunder, then against accrued interest
to the extent thereof and the balance shall be applied against the
outstanding principal amount hereof.
Accrued interest shall be payable on the 1st day of each month
beginning on August 1, 1995 through and including the Term Date. From
and after the Term Date, Standard Federal shall make no further advances
hereunder and the outstanding principal balance hereunder as of the Term
Date, with interest, shall be repaid in consecutive monthly payments of
principal, each in the amount determined by dividing the outstanding
principal balance hereunder as of the Term Date by 78, plus interest
accrued to the due date of each such payment, commencing on February 1,
1996 and continuing on the same day of each consecutive month thereafter
and a final payment on the Due Date in an amount equal to the then unpaid
principal and accrued interest.
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Nothing herein contained, nor any transaction relating thereto, or hereto,
shall be construed or so operate as to require the Borrower to pay, or charge,
interest at a greater rate than the maximum allowed by the applicable law
relating to this Note. Should any interest, or other charges, charged, paid or
payable by the Borrower in connection with this Note, or any other document
delivered in connection herewith, result in the charging, compensation, payment
or earning of interest in excess of the maximum allowed by applicable law, then
any and all such excess shall be and the same is hereby waived by Standard
Federal, and any and all such excess paid shall be automatically credited
against and in reduction of the principal due under this Note. If Standard
Federal shall reasonably determine that the Effective Interest Rate (together
with all other charges or payments related hereto that may be deemed interest)
stipulated under this Note is, or may be, usurious or otherwise limited by law,
the unpaid balance of this Note, with accrued interest at the highest rate
permitted to be charged by stipulation in writing between Standard Federal and
Borrower, at the option of Standard Federal, shall immediately become due and
payable.
The Borrower represents and warrants that it is duly organized, validly
existing and in good standing and is duly authorized to make and perform this
Note, which constitutes its valid and binding legal obligation enforceable in
accordance with its terms. All financial data furnished to Standard Federal in
connection with this Note fairly present the financial condition of the
Borrower and its subsidiaries, if any, as of the dates thereof and there has
been no material adverse change in the condition (financial or otherwise) of
the Borrower since such dates.
An Event of Default shall be deemed to have occurred hereunder if any
indebtedness of the Borrower to Standard Federal hereunder is not paid when
due, regardless of whether such indebtedness has arisen pursuant to the terms
of this Note, the Loan Agreement or any mortgage, security agreement, guaranty,
instrument or other agreement executed in conjunction herewith, or if an Event
of Default shall otherwise occur under the Loan Agreement.
Upon the occurrence of any Event of Default, after the giving of any notice
and the expiration of any grace, cure or notice period provided for in the Loan
Agreement, if any, and if no such notice or grace, cure or notice period is so
provided for in the Loan Agreement, then immediately, Standard Federal may
declare the entire unpaid and outstanding principal balance hereunder and all
accrued interest to be due and payable in full forthwith, without presentment,
demand or notice of any kind and may exercise any one or more of the rights and
remedies provided herein or in the Loan Agreement or in any mortgage, guaranty,
security agreement or other document relating hereto or by applicable law. The
remedies provided for hereunder are cumulative to the remedies for collection
of the amounts owing hereunder as provided by law or by
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the Loan Agreement, or by any mortgage, guaranty, security agreement or other
document relating hereto. Nothing herein is intended, nor should it be
construed, to preclude Standard Federal from pursuing any other remedy for the
recovery of any other sum to which Standard Federal may be or become entitled
for breach of the terms of this Note or the Loan Agreement, or any mortgage,
guaranty, security agreement or other instrument relating hereto.
Borrower agrees, in case of an Event of Default under the terms of this
Note or under any loan agreement, security or other agreement executed in
connection herewith, to pay all costs of Standard Federal for collection of the
Note and all other liabilities of Borrower to Standard Federal and enforcement
of rights hereunder, including reasonable attorney fees and legal expenses
including participation in Bankruptcy proceedings. During any period(s) this
Note is in default, or after the Due Date, or after acceleration of maturity,
the outstanding principal amount hereof shall bear interest at a rate equal to
two percent (2.0%) per annum greater than the interest rate otherwise charged
hereunder. If any required payment is not made within ten (10) days after the
date it is due, then, at the option of Standard Federal, a late charge of not
more than four cents ($.04) for each dollar of the payment so overdue may be
charged. In addition to any other security interests granted to Standard
Federal, Borrower hereby grants Standard Federal a security interest in all of
Borrower's bank deposits, instruments, negotiable documents, and chattel paper
which at any time are in the possession or control of Standard Federal. After
the occurrence of an Event of Default hereunder, Standard Federal may hold and
apply at any time its own indebtedness or liability to Borrower in payment of
any indebtedness hereunder.
Acceptance by Standard Federal of any payment in an amount less than the
amount then due shall be deemed an acceptance on account only, and the failure
to pay the entire amount then due shall be and continue to be an Event of
Default. Upon any Event of Default, neither the failure of Standard Federal
promptly to exercise its right to declare the outstanding principal and accrued
unpaid interest hereunder to be immediately due and payable, nor the failure of
Standard Federal to demand strict performance of any other obligation of the
Borrower or any other person who may be liable hereunder shall constitute a
waiver of any such rights, nor a waiver of such rights in connection with any
future default on the part of the Borrower or any other person who may be
liable hereunder.
Borrower and all endorsers and guarantors hereof, hereby jointly and
severally waive presentment for payment, demand, notice of non-payment, notice
of protest or protest of this Note, diligence in collection or bringing suit,
and hereby consent to any and all extensions of time, renewals, waivers, or
modifications that may be granted by Standard Federal with respect to payment
or
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any other provisions of this Note, and to the release of any collateral or any
part thereof, with or without substitution. The liability of the Borrower
shall be absolute and unconditional, without regard to the liability of any
other party hereto.
This Note is executed pursuant to the Loan Agreement and is secured by a
Security Agreement, dated September 15, 1994, and by a Security Agreement of
even date herewith. Reference is hereby made to such documents for additional
terms relating to the transaction giving rise to this Note, the security given
for this Note and additional terms and conditions under which this Note
matures, may be accelerated or prepaid.
Advances hereunder may be requested by telephone, in writing or in any
other manner acceptable to Standard Federal. Borrower understands and agrees
that any telephone conversation with Standard Federal may be recorded for
accuracy.
BORROWER:
MCCLAIN INDUSTRIES, INC., a Michigan
corporation
By:
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E. James Zabinski
Its: Treasurer
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38-1867649
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Taxpayer Identification Number
MCCLAIN OF GEORGIA, INC., a Georgia
corporation
By:
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Carl L. Jaworski
Its: Secretary
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58-1738825
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Taxpayer Identification Number
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SHELBY STEEL PROCESSING COMPANY, a
Michigan corporation
By:
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Carl L. Jaworski
Its: Secretary
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38-2205216
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Taxpayer Identification Number
MCCLAIN TUBE COMPANY d/b/a QUALITY TUBE,
a Michigan corporation
By:
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E. James Zabinski
Its: Treasurer
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Taxpayer Identification Number
MCCLAIN INDUSTRIES OF OHIO, INC.,
a Michigan corporation
By:
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E. James Zabinski
Its: Treasurer
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Taxpayer Identification Number
EPCO MANUFACTURING, INC., a New York
corporation
By:
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E. James Zabinski
Its: Treasurer
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Taxpayer Identification Number
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Standard Federal Bank, a
federal savings bank
2600 West Big Beaver Road
Troy, Michigan 48084
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