Exhibit 10.1
PROMISSORY NOTE
September 19, 2008
FOR VALUE RECEIVED, NOBLE
MANUFACTURING GROUP, INC., NOBLE METAL PROCESSING, INC., NOBLE
ADVANCED TECHNOLOGIES, INC., NOBLE METAL PROCESSING-NEW YORK, INC.,
NOBLE METAL PROCESSING-KY, G.P., PROTOTECH LASER WELDING INC.
(d/b/a LWI LASER WELDING INTERNATIONAL), NOBLE TUBE TECHNOLOGIES,
LLC, NOBLE METAL PROCESSING-WEST MICHIGAN, INC., NOBLE METAL
PROCESSING-INDIANA, INC., NOBLE METAL PROCESSING-OHIO, LLC and
TAILOR STEEL AMERICA LLC (individually and collectively, “
Maker ”) promise, jointly and severally, to pay to the
order of General Electric Capital Corporation or any subsequent
holder hereof (each, a “ Payee ”) at its office
located at 500 W. Monroe Street, 18th Floor, Chicago, IL 60661 or
at such other place as Payee may designate as follows:
(a) the principal sum of Twelve
Million Five Hundred and 00/100 Dollars ($12,500,000.00),
and
(b) interest on the unpaid principal
balance from the date hereof through and including the dates of
payment, at a fixed, simple interest rate of Nine and Eighty Nine
/100 percent (9.8900%) per annum (the “ Contract
Rate ”) payable in Forty-Eight (48) consecutive
monthly principal installments each in the amount of $207,500.00
plus interest at the Contract Rate (each, a “Periodic
Installment”) and a final installment of $2,747,500.00 (which
amount is equal to the final Periodic Installment and a balloon
payment of $2,540,000.00) plus any outstanding principal, accrued
interest and any and all amounts due hereunder and under the other
Debt Documents (as defined below). The first Periodic
Installment shall be due and payable on November 1, 2008 and
the following Periodic Installments and the final installment shall
be due and payable on the same day of each succeeding period (each,
a “ Payment Date ”). All payments shall be
applied: first, to interest due and unpaid hereunder and under the
other Debt Documents; second, to all other amounts due and unpaid
hereunder and under the other Debt Documents, and then to principal
due hereunder and under the other Debt Documents. The acceptance by
Payee of any payment which is less than payment in full of all
amounts due and owing at such time shall not constitute a waiver of
Payee’s right to receive payment in full at such time or at
any prior or subsequent time. Interest shall be calculated on the
basis of a 365-day year (or a 366-day leap year, as applicable) and
will be charged at the Contract Rate for each calendar day on which
any principal is outstanding. The payment of any Periodic
Installment after its due date shall result in a corresponding
decrease in the portion of the Periodic Installment credited to the
remaining unpaid principal balance. The payment of any Periodic
Installment prior to its due date shall result in a corresponding
increase in the portion of the Periodic Installment credited to the
remaining unpaid principal balance.
All amounts due hereunder and under
the other Debt Documents are payable in the lawful currency of the
United States of America. Maker hereby expressly authorizes Payee
to insert the date value is actually given in the blank space on
the face hereof and on all related documents pertaining
hereto.
This Note is secured by that certain
Master Security Agreement dated as of September 19, 2008 (the
“ Security Agreement ”, and collectively with
any other document or agreement related thereto or to this Note,
the “ Debt Documents ”).
Time is of the essence hereof. If
Payee does not receive from Maker payment in full of any Periodic
Installment or any other sum due under this Note or any other Debt
Document is not received within ten (10) days after its due
date, Maker agrees to pay a late fee equal to five percent
(5%) on such late Periodic Installment or other sum, but not
exceeding any lawful maximum. Such late fee will be immediately due
and payable, and is in addition to any other costs, fees and
expenses that Maker may owe as a result of such late payment.
Additionally, if an Event of Default (as such term is defined in
the Security Agreement) has occurred, then the Payee may, at its
election, declare the entire principal sum remaining unpaid,
together with all accrued interest thereon and any other sum
payable under this Note or any other Debt Document, immediately due
and payable, without presentment, notice or demand, all of which
are hereby expressly waived by Maker (provided, however, that if
such Event of Default is pursuant to Sections 7(a)(ix), (x) or
(xi) of the Security Agreement, then to the extent permitted
by law, and notwithstanding the lack of any declaration by the
Payee, the entire principal sum remaining unpaid, together with all
accrued interest thereon and any other sum payable under this Note
or any other Debt Document, shall automatically and immediately
become due and payable), with interest thereon at the lesser of
fifteen percent (15%) per annum or the highest rate not
prohibited by applicable law from the date of such accelerated
maturity until paid (both before and after any judgment). The
application of such 15% interest rate shall not be interpreted or
deemed to extend any cure period set forth in this Note or any
other Debt Document, cure any default or otherwise limit
Payee’s right or remedies hereunder or under any Debt
Document.
Maker may prepay in full, but not in part, all
outstanding amounts hereunder before they are due on any scheduled
Payment Date upon at least thirty (30) days’ prior
written notice to Payee. Payee is authorized and entitled to apply
any amounts paid by Maker as a prepayment of indebtedness to
delinquent interest or other amounts due and owing from Maker to
Payee hereunder and under any other Debt Documents before
application of such funds to principal outstanding
hereunder.
If Maker makes a prepayment of this
Note for any reason, Maker shall pay irrevocably and in full to
Payee (i) all outstanding principal amounts, (ii) all
accrued interest, (iii) the Make Whole Amount (as defined
below), (iv) the Prepayment Fee (as defined below) and
(v) any and all other amounts due hereunder or under the other
Debt Documents. Maker specifically acknowledges that, to the
fullest extent allowed by applicable law, it shall be liable for
the Make Whole Amount and the Prepayment Fee on any acceleration
hereof or under the other Debt Documents. In the event of an
acceleration hereof or under the other Debt Documents, the Make
Whole Amount and the Prepayment Fee shall be determined as if
(a) Maker prepaid this Note in full immediately before such
acceleration and (b) the prepayment notice referred to above
was received by Payee thirty (30) days prior to such
date.
For purposes hereof, the term
“ Prepayment Fee ” shall be an amount equal to
an additional sum equal to the following percentage of original
principal balance for prepayments occurring in the indicated
period: Three percent (3%) (for prepayments occurring prior to
the first anniversary of the date hereof) Two percent
(2%) (for prepayments occurring prior to the second
anniversary of the date hereof) One percent (1%) (for
prepayments occurring prior to the third anniversary of the date
hereof) Zero (0%) (for prepayments occurring prior to the forth
anniversary of the date hereof) and Make Whol
