1
NORDICTRACK NOTE
$52,000,000 July 27, 1998
FOR VALUE RECEIVED, the undersigned NORDICTRACK, INC., a Minnesota
corporation, and NORDIC ADVANTAGE, INC., a Minnesota corporation (together, the
"COMPANIES" and each, individually, a "COMPANY"), hereby jointly and severally
promise to pay to the order B III CAPITAL PARTNERS, L.P., a Delaware partnership
(the "LENDER") at the Administrative Agent's Head Office (as defined in the
Credit Agreement, as hereinafter defined):
(a) prior to or on the Maturity Date the principal amount of FIFTY-TWO
MILLION DOLLARS ($52,000,000) or, if less, the aggregate unpaid principal
amount of the NordicTrack Loans advanced by the Lender to the Companies
pursuant to the Revolving Credit Agreement dated as of April 17, 1996, and
restated as of July 27, 1998 (as amended, supplemented, modified or
restated and in effect from time to time, the "CREDIT AGREEMENT"), among
(a) CML Group, Inc., (b) the Companies and certain other Borrowers party
thereto, (c) the Lender and the other lending institutions as may become
parties to the Credit Agreement from time to time, and (d) BankBoston, N.A.
(f/k/a The First National Bank of Boston), as administrative, collateral,
and documentation agent for the Lenders;
(b) the principal outstanding hereunder from time to time at the times
provided in the Credit Agreement; and
(c) interest on the principal balance hereof from time to time
outstanding until such amount is paid in full, at the times and at the
rates provided in the Credit Agreement.
This Note (this "NOTE") evidences borrowings under and has been issued by
the Companies in accordance with the terms of the Credit Agreement. The Lender
and any holder hereof is entitled to the benefits of the Credit Agreement, the
Security Documents and the other Loan Documents, and may enforce the agreements
of the Companies contained therein, and any holder hereof may exercise the
respective remedies provided for thereby or otherwise available in respect
thereof, all in accordance with the respective terms thereof. All capitalized
terms used in this Note and not otherwise defined herein that are defined in the
Credit Agreement shall have the same meanings herein as in the Credit Agreement.
Each of the Companies irrevocably authorizes the Lender to make or cause to
be made, at or about the time of the Drawdown Date of any NordicTrack Loan or at
the time of receipt of any payment of principal of this Note, an appropriate
notation on the grid attached to this Note, or the continuation of such grid, or
any other similar record, including computer records, reflecting the making of
such NordicTrack Loan or (as the case may be) the receipt of such payment. The
outstanding amount of the NordicTrack Loans set forth on the grid attached to
this Note, or the continuation of such grid, or any other similar record,
including computer records, maintained by the Lender with respect to any
NordicTrack Loans shall be PRIMA FACIE evidence of the principal amount thereof
owing and unpaid to the Lender, but the failure to record, or any error in so
recording, any such amount on any such grid, continuation or other record shall
not limit or otherwise affect the obligation of any of the Companies hereunder
or under the Credit Agreement to make payments of principal of and interest on
this Note when due.
2
The Companies have the right in certain circumstances and the obligation
under certain other circumstances to prepay the whole or part of the principal
of this Note on the terms and conditions specified in the Credit Agreement.
If any one or more of the Events of Default shall occur, the entire unpaid
principal amount of this Note and all of the unpaid interest accrued thereon may
become or be declared due and payable in the manner and with the effect provided
in the Credit Agreement.
No delay or omission on the part of the Lender or any holder hereof in
exercising any right hereunder shall operate as a waiver of such right or of any
other rights of the Lender or such holder, nor shall any delay, omission or
waiver on any one occasion be deemed a bar or waiver of the same or any other
right on any further occasion.
Each of the Companies and every endorser and guarantor of this Note or the
obligation represented hereby waives presentment, demand, notice, protest and
all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, and assents to any extension
or postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to the addition or release
of any other party or person primarily or secondarily liable.
THIS NOTE AND THE OBLIGATIONS OF EACH COMPANY HEREUNDER SHALL FOR ALL
PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR
CHOICE OF LAW). EACH COMPANY AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS
NOTE MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY
FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF
SUCH COURT AND EACH COMPANY HEREBY EXPRESSLY APPOINTS CML AT THE ADDRESS
SPECIFIED IN ss.21 OF THE CREDIT AGREEMENT AS ITS AGENT FOR SERVICE OF PROCESS
IN ANY SUCH SUIT.
This Note may not be assigned to any Person or party except as permitted
under ss.20 of the Credit Agreement.
This Note shall be deemed to take effect as a sealed instrument under the
laws of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, each of the undersigned has caused this NordicTrack
Note to be signed in its corporate name and its corporate seal to be impressed
thereon by its duly authorized officer as of the day and year first above
written.
NORDICTRACK, INC.
[Corporate Seal]
By: ______________________________
Title:
NORDIC ADVANTAGE, INC.
[Corporate Seal]
By: ______________________________
Title:
3
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