1
Exhibit 10.3
TERM LOAN PROMISSORY NOTE
$5,000,000 New York, New York
October 23, 1995
FOR VALUE RECEIVED, the undersigned, DeVlieg-Bullard, Inc., a
Delaware corporation (herein the "Borrower"), promises to pay to the order of
The CIT Group/Business Credit, Inc. ("CITBC"), at CITBC's offices located at
1211 Avenue of the Americas, New York, NY 10036, in lawful money of the United
States of America and in immediately available funds, the principal amount of
Five Million Dollars ($5,000,000) in thirty-five (35) equal principal
installments of Eighty-Five Thousand Seven Hundred Fourteen Dollars and Thirty
Cents ($85,714.30) each payable monthly on the last business day of each month
commencing November 30, 1995 and one (1) final installment of the remaining
principal amount outstanding, plus all other amounts having accrued and
outstanding, payable on October 23, 1998.
The Borrower further agrees to pay interest at said office, in
like money, on the unpaid principal amount owing hereunder from time to time
from the date hereof on the date and at the rate specified in the Financing and
Security Agreement referred to below (the "Financing Agreement"). Any amount
of principal hereof which is not paid when due, whether at stated maturity, by
acceleration, or otherwise, shall bear interest from the date when due until
said principal amount is paid in full, payable on demand at a rate per annum
equal at all times to the Default Rate.
If any payment on this Term Loan Promissory Note (the "Note")
becomes due and payable on a day other than a business day, the maturity
thereof shall be extended to the next succeeding business day, and with respect
to payments of principal, interest thereon shall be payable at the then
applicable rate during such extension.
This Note is one of the Term Loan Promissory Notes referred to
in the Financing and Security Agreement, dated October 23, 1995, between the
Borrower and CITBC and is subject to, and entitled to, all provisions and
benefits thereof and is subject to optional and mandatory prepayment, in whole
or in part, as provided therein. Terms defined in the Financing Agreement are
used herein with their defined meanings unless otherwise defined herein.
2
Upon the occurrence of any one or more of the Events of
Default specified in the Financing Agreement or upon termination of the
Financing Agreement, all amounts then remaining unpaid on this Note may become,
or be declared to be immediately due and payable, all as provided in the
Financing Agreement.
This Note is secured by certain Loan Documents, including the
Financing Agreement, and is guaranteed as provided in the Financing Agreement,
reference to which is hereby made for a description of the Collateral and
guarantees provided for under such Loan Documents and the rights of CITBC with
respect to such Collateral and guarantees.
The Borrower hereby waives presentment, notice of dishonor,
protest and any other notice or formality with respect to this Term Loan
Promissory Note.
THIS NOTE SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
DEVLIEG-BULLARD, INC.
By /s/ W. O. Thomas
-----------------------------
Name: William O. Thomas
Title: President and Chief
Executive Officer
2