Exhibit 10(r)
TERM NOTE
(converted Capex Loans)
$1,140,000
Grand Rapids, Michigan
December 16, 2005
FOR
VALUE RECEIVED, the undersigned, Clarion Technologies, Inc., a
Delaware corporation (the “Company”), and the
subsidiaries of the Company signatory hereto (herein, the
“Subsidiaries”, together with the Company and their
respective successors and assigns, the “Loan Parties”),
jointly and severally, promise to pay to the order of Fifth Third
Bank (herein, together with its successors and assigns, called the
“Bank”), the principal sum of One Million One Hundred
Forty Thousand and 00/100 DOLLARS ($1,140,000), payable in fifteen
(15) consecutive equal monthly principal installments each in the
amount of $20,000 on the fifteenth (15 th ) day of each
month commencing as of January 15, 2006 through March 15, 2007,
plus interest, with a final payment of the entire principal balance
outstanding, plus all accrued and unpaid interest, hereunder due on
April 15, 2007. This Term Note (herein called this
“Note”) is made pursuant to an Amended and Restated
Credit Agreement dated as of April 14, 2003, as amended, among the
Loan Parties, the financial institutions, including the Bank, that
are or from time to time may become parties thereto, and JPMorgan
Chase Bank, N.A., successor by merger to Bank One, NA (Main Office
Chicago), as agent (herein, as the same may be amended, modified or
supplemented from time to time, including any agreement entered
into in replacement thereof, called the “Credit
Agreement”).
The
Loan Parties further promise to pay to the order of Bank interest
on the aggregate unpaid principal amount hereof from time to time
outstanding from the date hereof until paid in full at such rates
and at such times as shall be determined in accordance with the
provisions of the Credit Agreement. Accrued interest shall be
payable on the dates specified in the Credit Agreement.
Payments
of both principal and interest are to be made in the lawful money
of the United States of America in immediately available funds at
Agent’s principal office at 200 Ottawa Avenue, N.W., Grand
Rapids, Michigan 49503, or at such other place as may be designated
by Agent to the Loan Parties in writing.
This
Note is a Term Note, with respect to converted Capex Loans,
referred to in, evidences indebtedness incurred under, and is
subject to the terms and provisions of, the Credit Agreement. The
Credit Agreement, to which reference is hereby made, sets forth
said terms and provisions, including, but not limited to, those
under which this Note may or must be paid prior to its due date or
may have its due date accelerated. Terms used but not otherwise
defined herein are used herein as defined in the Credit Agreement.
This Note is secured by the collateral described in and pursuant to
the Credit Agreement and various other Loan Documents referred to
therein, and reference is made thereto for a statement of terms and
provisions of such collateral security, a description of collateral
and the rights of the Agent and the Bank in respect
thereof.
1
In
addition to, and not in limitation of, the foregoing and the
provisions of the Credit Agreement hereinabove referred to, the
Loan Parties further agree, subject only to any limitation imposed
by applicable law, to pay all expenses, including attorneys’
fees and expenses, incurred by the Agent and the holder of this
Note in seeking to collect any amounts payable hereunder which are
not paid when due, whether by acceleration or otherwise.
All
parties hereto, whether as makers, endorsers or otherwise,
severally waive presentment, demand, protest and notice of dishonor
in connection with this Note.
The
liability of each Loan Party under this Note in general shall be
joint and several, and each reference herein to the Loan Parties
shall be deemed to refer to each such Loan Party. In furtherance
and not in limitation of Bank’s rights and remedies hereunder
or at law, Bank may proceed under this Note against any one or more
of the Loan Parties in its absolute and sole discretion
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