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Exhibit 10.6
THE SECURITY REPRESENTED BY THIS PROMISSORY NOTE WAS ORIGINALLY ISSUED ON
FEBRUARY 17, 2000, HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, IS SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED HEREIN,
IS SUBJECT TO CERTAIN RIGHTS OF OFFSET CONTAINED IN SECTION 3 HEREOF AND
CERTAIN SUBORDINATION PROVISIONS CONTAINED IN SECTION 4 HEREOF
NSP HOLDINGS L.L.C.
NON-NEGOTIABLE SUBORDINATED PROMISSORY NOTE
Date of Issuance: $5,470,000
February 17, 2000
NSP Holdings L.L.C., a limited liability company organized under the
laws of the State of Delaware (the "MAKER"), hereby promises to pay to the
persons listed on the SCHEDULE OF SELLERS attached hereto (collectively, the
"SELLERS"), the aggregate principal amount of CDN$5,470,000 in lawful money of
Canada, together with interest thereon calculated from the date hereof (the
"DATE OF ISSUANCE") in accordance with the provisions of this Seller Note.
Certain capitalized terms used herein are defined in Section 5 hereof.
This non-negotiable subordinated promissory note (this "SELLER NOTE")
was issued pursuant to a Stock Purchase Agreement, dated February 17, 2000 (as
amended and modified from time to time, the "PURCHASE AGREEMENT"), among North
Safety Products Ltd., an Ontario corporation (the "BUYER"), the Sellers and
Arkon Safety Equipment Inc. (the "COMPANY"), a corporation organized under the
laws of the Province of Quebec and that certain Assumption Agreement, dated
February 17, 2000. Payment of the Seller Note is subject to the terms and
conditions of the Purchase Agreement, the terms of which are incorporated herein
by reference as if fully set forth at length herein.
1. INTEREST. Prime rate means the annual rate of interest set from
time to time by Canadian Imperial Bank of Commerce as a reference rate then in
effect for determining interest rates on commercial demand loans denominated in
lawful currency of Canada made by it in Canada. The outstanding unpaid balance
of the principal amount of this Seller Note shall bear simple interest in
respect of each day at a rate per annum which shall be equal to the prime rate
(the "BASE RATE"). Interest on this Seller Note shall be payable on each of
March 31, June 30, September 30 and December 31 of each year (each "INTEREST
PAYMENT DATE") until the outstanding principal amount of this Seller Note has
been repaid in full. To the extent that Maker fails to make any interest payment
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on any Interest Payment Date or fails to make any principal payment when
scheduled pursuant to Section 2(a) or Section 2(c) hereof, interest shall accrue
on the unpaid principal amount of this Seller Note at the Base Rate plus 2% from
the date of the scheduled payment until the date such payment is made to the
Sellers or such date as the Sellers have waived the right to receive such
payment in writing.
2. PAYMENT OF PRINCIPAL AND INTEREST ON SELLER NOTE.
(a) SCHEDULED PAYMENT. The Maker shall pay the principal amount of
CDN$5,470,000 to the Sellers on a pro rata basis as set forth on the SCHEDULE OF
SELLERS attached hereto, together with all accrued and unpaid interest on the
principal amount being repaid, on the dates and in the aggregate principal
amount set forth below:
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Scheduled Repayment Date Aggregate Principal Amount to be Repaid
------------------------ ---------------------------------------
March 31, 2001 CDN$1,367,500
March 31, 2002 CDN$1,367,500
September 30, 2003 CDN$1,367,500
September 30, 2004 CDN$1,367,500
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(b) OPTIONAL PREPAYMENTS. The Maker may, at any time and from time to
time, prepay all or any portion of the outstanding principal amount of the
Seller Note (together with all accrued and unpaid interest on such principal
amount). Any optional prepayment shall be applied to the remaining scheduled
principal repayments (together with associated interest thereon) in the order of
maturity.
(c) MANDATORY PREPAYMENTS. The Maker shall pay to the Sellers the
outstanding principal amount of the Seller Note (together with all accrued and
unpaid interest on such principal amount) upon consummation of a Sale of the
Maker or a Qualified Public Offering; PROVIDED THAT in the event that the Maker
consummates a registered public offering yielding net proceeds to the Maker of
$100,000,000 or more, the Maker shall, to the extent permitted by Maker's
underwriters, prepay a percentage of the principal amount of this Seller Note
equal to such aggregate gross proceeds to the Maker divided by $300,000,000
(together with associated interest thereon).
3. OFFSET. Sellers and the Company have made certain
representations, warranties, covenants and indemnities set forth in the Purchase
Agreement. Seller agrees that, in addition to any other remedy that the Buyer
may have available at law or equity, the Maker, on behalf of Buyer, may offset
any Adjustment Amount, Loss, and/or Excluded Liability (each as defined in the
Purchase Agreement) against any principal amounts due or outstanding under this
Seller Note (together with associated interest thereon) in the order of maturity
of the remaining scheduled repayments, whether this Seller Note is held by any
of the Sellers, or any other Person.
4. SUBORDINATION: RESTRICTIONS ON PAYMENT. Notwithstanding anything
in this Seller Note to the contrary, the obligations of the Maker in respect of
this Seller Note will be
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subordinate and junior in right of payment to any and all existing and future
Superior Obligations. In addition, the holder of this Seller Note agrees to
execute and deliver to the holders of Superior Obligations such other
instruments, documents and agreements evidencing or increasing the subordination
of this Seller Note as may be requested by any of the holders of the Superior
Obligations. Without limiting the generality of the foregoing, the Maker shall
not make any payment with respect to the Seller Note, if (i) any default or
event of default under the terms of any agreement relating to, or instrument or
document evidencing, any Superior Obligations has occurred and is continuing or
would occur as a result of such payment or distribution or (ii) any Affiliate of
Maker is prohibited under the terms of any agreement relating to, or instrument
or document evidencing, any Superior Obligations from paying cash dividends to
Maker for the purpose of making such payment of principal or interest or such
distribution. So long as any Superior Obligations remain outstanding, Sellers
may not take or continue any action, or exercise or continue to exercise any
rights, remedies or powers under the terms of the Seller Note, or exercise or
continue to exercise any other right or remedy at law or equity that such Seller
might otherwise possess, to collect any amount due and payable in respect of the
Seller Note, including, without limitation, accelerating the Seller Note,
commencing any foreclosure on any lien or security interest, filing any petition
in bankruptcy or taking advantage of any other insolvency law of any
jurisdiction, unless and until the Superior Obligations have been fully and
finally paid (whether in cash or such other form of consideration acceptable to
the holders of Superior Obligations in their sole discretion) and satisfied.
5. DEFINITIONS.
"AFFILIATE" of any particular Person means any other Person
controlling, controlled by or under common control with such particular Person,
where "control" means the power, directly or indirectly, either to (a) vote 10%
or more of the securities having sufficient voting power for the election of
directors (or persons performing similar functions) of such Person or (b) direct
or cause the direction of the management and policies of such Person, whether by
contract or otherwise.
"INDEPENDENT THIRD PARTY" means any Person who, immediately prior to
the contemplated transaction, does not own in excess of 5% of the voting capital
stock on a fully-diluted basis of Maker (a "5% OWNER"), who is not controlling,
controlled by or under common control with any such 5% Owner and who is not the
spouse or descendent of any such 5% Owner or a trust for the benefit of such 5%
Owner and/or such other Persons.
"MAJORITY SELLERS" means Sellers holding in excess of 50% of the
aggregate principal amount of this Seller Note, as set forth on the SCHEDULE OF
SELLERS attached hereto.
"OBLIGATIONS" means (i) any indebtedness for borrowed money or issued
in substitution for or exchange of indebtedness for borrowed money, (ii) any
indebtedness evidenced by any note, bond, debenture or other debt security,
(iii) any indebtedness for the deferred purchase price of property or services
with respect to which a Person is liable, contingently or otherwise, as obligor
or otherwise, (iv) any commitment by which a Person assures a creditor against
loss (including, without limitation, contingent reimbursement obligations with
respect to letters of credit),
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(v) any obligations under any guarantees of or other agreements providing credit
support to a third party in respect of indebtedness owed to such third party
(including, without limitation, guarantees in the form of an agreement to
repurchase or reimburse), (vi) any obligations under capitalized leases, with
respect to which a Person is liable, contingently or otherwise, as obligor,
guarantor or otherwise, or with respect to which obligations a Person assures a
creditor against loss, (vii) any indebtedness secured by a Lien on a Person's
assets, (viii) any unsatisfied obligation for "withdrawal liability" to a
"multiemployer plan" as such terms are defined under ERISA and (ix) any amounts
owed to any Person under any noncompetition or consulting arrangements.
"PERSON" means an individual, a partnership, a corporation, an
association, a limited liability company, a joint stock corporation, a trust, a
joint venture, an unincorporated organization, and a governmental entity or any
department, agency, or political subdivision thereof.
"QUALIFIED PUBLIC OFFERING" means a registered public offering of
common equity securities of the Maker yielding net proceeds to the Maker of
$300,000,000.
"SALE OF THE MAKER" means a sale of the Maker to one or more
Independent Third Parties pursuant to which such party or parties acquire (i)
membership interests in the Maker possessing the voting power under normal
circumstances to elect a majority of the Maker's governing body or (ii) all or
substantially all of Maker's assets.
"SUPERIOR OBLIGATIONS" means all Obligations of the Maker and/or any
of its Affiliates other than the Obligations evidenced by this Seller Note.
6. ASSIGNMENT; REPLACEMENT; CANCELLATION.
(a) RESTRICTIONS ON TRANSFER. Each Seller agrees not to sell,
transfer, assign, negotiate, pledge or otherwise dispose of the Seller Note
without the prior written consent of the Maker, which may be withheld in its
sole discretion. Any sale, transfer, assignment, pledge or other disposal of
this Seller Note in violation of this Section 6(a) shall be null and void.
(b) REPLACEMENT. Upon receipt of evidence reasonably satisfactory to
the Maker of the ownership and the loss, theft, destruction or mutilation of the
Seller Note and, in the case of any such loss, theft or destruction, upon
receipt of an indemnity reasonably satisfactory to the Maker, or, in the case of
any such mutilation, upon the surrender of the Seller Note to the Maker at its
principal office, the Maker shall (at its expense) execute and deliver, in lieu
thereof, a new Seller Note representing the same rights represented by such
lost, stolen, destroyed or mutilated Seller Note and dated so that there will be
no loss of interest on such Seller Note. Any Seller Note in lieu of which any
such new Seller Note has been so executed and delivered by the Maker shall not
be deemed to be an outstanding Seller Note for any purpose of the Purchase
Agreement.
(c) CANCELLATION. After all principal and accrued interest owed on
this Seller Note have been paid in full, this Seller Note shall be surrendered
to the Maker for cancellation.
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7. PAYMENTS. All payments to be made to the Sellers shall be made in
the lawful money of Canada in immediately available funds.
8. PLACE OF PAYMENT. Payments of principal, interest, and other
amounts shall be delivered to each Seller at the address set forth for such
Seller on the signature pages attached to the Purchase Agreement attached hereto
or to such other address or to the attention of such other Person as specified
by prior written notice to the Maker.
9. BUSINESS DAYS. If any payment is due, or any time period for
giving notice or taking action expires, on a day which is not a business day,
the payment shall be due and payable on, and the time period shall automatically
be extended to, the next business day immediately following, and interest shall
continue to accrue at the required rate hereunder until any such payment is
made.
10. GOVERNING LAW. All issues and questions concerning the
construction, validity, enforcement and interpretation of this Seller Note and
the exhibits and schedules hereto shall be governed by, and construed in
accordance with, the laws of the Province of Quebec without giving effect to any
choice of law or conflict of law rules or provisions (whether of the Province of
Quebec or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the Province of Quebec. In furtherance of the
foregoing, the internal law of the Province of Quebec shall control the
interpretation and construction of this Seller Note, even though under their
jurisdiction's choice of law or conflict of law analysis, the substantive law of
some other jurisdiction would ordinarily apply.
11. AMENDMENT. The provisions of the Seller Note may be amended,
modified or waived in writing by the Maker and the Majority Sellers.
12. CURRENCY. All of the dollar amounts mentioned in this Agreement
or in the Schedules annexed hereto shall be in Canadian funds, unless otherwise
specifically denominated. To the extent that an amount in any currency is
required from time to time to be converted into another currency pursuant to
this Seller Note, such conversion shall be made at the then-prevailing exchange
rate as published in THE WALL STREET JOURNAL on the date that payment is being
made.
13. LANGUAGE OF AGREEMENT. The parties acknowledge that it is their
express wish that this Seller Note be prepared in English. LES PARTIES ONT
EXPRIME LEUR EXPRESSE VOLONTE QUE LA PRESENTE CONVENTION ET TOUS LES DOCUMENTS
CONNEXES SOIENT REDIGES EN ANGLAIS.
14. INCORPORATION BY REFERENCE. With respect to any dispute arising
under this Seller Note, the Maker hereby agrees that Section 11.12 of the
Purchase Agreement shall be binding upon the Maker as a "Party" thereunder. Each
of the Sellers, by acceptance of this Seller Note, agrees that the provisions of
Section 11.12 of the Purchase Agreement, for purposes of any dispute under this
Seller Note, shall be for the benefit of the Maker as a party thereto.
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IN WITNESS WHEREOF, the Maker has executed and delivered this
Non-Negotiable Subordinated Promissory Note on the Date of Issuance.
NSP HOLDINGS L.L.C.
By: /s/ Robert A. Peterson
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Its: President
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SCHEDULE OF SELLERS
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Principal Amount
Seller: Allocation: Pro Rata Share
3653048 Canada, Inc. 1,420,121.40 25.96%
3653030 Canada, Inc. 1,420,121.40 25.96%
Peter Marcovitch 931,650.40 17.03%
Andre Paquette 1,062,711.60 19.43%
Dev-Can Inc. 120,121.20 2.20%
Pierre Guillemette 128,818.50 2.36%
Vern Metcalfe 128,818.50 2.36%
John Greer 128,818.50 2.36%
John Kime 128,818.50 2.36%
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5,470,000.00 100.00%
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