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EXHIBIT 4.06 (b)
MORTGAGE-BACKED NOTE
$25,000,000.00 Detroit, Michigan
November 29, 1996
FOR VALUE RECEIVED, General Host Corporation, a New York corporation, and
Franks Nursery & Crafts, Inc., a Michigan corporation, jointly and severally
("Borrowers"), promise to pay to Comerica Bank, a Michigan banking corporation,
in lawful money of the United States of America in immediately available funds,
the principal sum of Twenty Five Million Dollars ($25,000,000) or so much of
said sum as has been advanced and outstanding hereunder pursuant to that certain
Mortgage-Backed Credit Agreement of even date herewith between the Borrowers and
Bank ("Agreement") on the Revolving Credit Maturity Date.
Capitalized terms used herein and not defined to the contrary have the
meanings given them in the Agreement.
Interest shall accrue on the unpaid principal balance of this Note from
time to time outstanding at the Applicable Interest Rates, as selected by the
Borrowers or as otherwise applicable pursuant to the provisions of the
Agreement; provided, however, that in the event and so long as an Event of
Default shall exist, interest shall accrue at the per annum rate equal to: (i)
in the case of a Prime-based Loan, 3% above the Prime-based Rate; and (ii) in
the case of a Eurodollar-based Loan, three percent (3%) above the
Eurodollar-based Rate until the end of the then current Interest Period, at
which time such Eurodollar Loans shall be automatically converted into
Prime-based Loans and bear interest at the rate provided for in clause (i)
above.
Interest shall be payable: (i) with respect to Prime-based Loans, quarterly
on the last Business Day of each calendar quarter; (ii) with respect to
Eurodollar-based Loans, on the last day of each Interest Period applicable
thereto. In computation of interest effect shall be given to any change in the
Prime-based Rate resulting from a change in the Prime Rate on the date of such
change in the Prime Rate.
This Note is a note under which advances, repayments and readvances may be
made from time to time, in accordance with the terms and conditions of the
Agreement, and may be accelerated or matured pursuant to the terms of the
Agreement, to which reference is hereby made.
All borrowings evidenced by this Note and all payments and prepayments of
the principal hereof and interest hereon and the respective dates thereof shall
be endorsed by the holder hereof on the schedule attached hereto and made a part
hereof, or on a continuation thereof which shall be attached hereto and made a
part hereof, or otherwise recorded by such holder in its internal records;
provided, however, that the failure of the holder hereof to make such a notation
or any error in such a notation shall not affect the obligations of the
Borrowers under this Note.
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This Note shall be interpreted and the rights of the parties hereunder
shall be determined under the laws of, and enforceable in, the State of
Michigan.
Borrowers acknowledge and agree that their obligations hereunder and under
the Agreement are joint and several obligations and may be enforced against
either or both of them severally, or both of them jointly, notwithstanding the
fact that an advance may be requested by, and the proceeds thereof utilized by,
either of the Borrowers. The Borrowers further hereby waive presentment for
payment, demand, protest and notice of protest and notice of dishonor and
nonpayment of this Note and agree that no obligation hereunder shall be
discharged by reason of any extension, indulgence, release or forbearance
granted by any holder of this Note to any party now or hereafter liable hereon
or any present or subsequent owner of any property, real or personal, which is
now or hereafter security for this Note. Any transferees of, or endorser,
guarantor or surety paying this Note in full shall succeed to all rights of
Bank, and Bank shall be under no further responsibility for the exercise thereof
or the loan evidenced hereby.
Nothing herein shall limit any right granted Bank by any other instrument
or by law.
GENERAL HOST CORPORATION
By: Robert M. Lovejoy Jr.
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Its: Vice President
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FRANKS NURSERY & CRAFTS, INC.
By: Robert M. Lovejoy Jr.
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Its: Vice President
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TRANSACTIONS
ON
REVOLVING CREDIT NOTE
Amount of Outstanding
Type of Amount of Principal or Principal
Loan Made Loan Made Interest Paid Balance Notation
Date This Date This Date This Date This Date Made By
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