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FOR VALUE
RECEIVED, the undersigned, KINRO, INC., an Ohio corporation, and
LIPPERT COMPONENTS, INC., a Delaware corporation (collectively, the
“Borrowers”), hereby jointly and severally,
unconditionally promise to pay to the order of JPMorgan Chase Bank,
N.A. (the “Lender”), at the office of JPMorgan Chase
Bank, N.A. (the “Administrative Agent”) at 1111 Fannin,
Floor 10, Houston, Texas 77002 on the Maturity Date in lawful money
of the United States of America and in immediately available funds,
the principal amount of (a) TWENTY-FIVE MILLION DOLLARS
($25,000,000), or, if greater, (b) such principal amount as shall
have been made available by the Lender pursuant to Section 2.06A of
the Credit Agreement referred to below, or, if less, (c) the
aggregate unpaid principal amount of all Revolving Loans made by
the Lender pursuant to the Credit Agreement (referred to below).
The Borrowers further agree, jointly and severally, to pay interest
on the unpaid principal amount outstanding hereunder from time to
time from the date hereof in like money at such office at the rates
and on the dates specified in the Credit Agreement.
The holder of
this Note is authorized to record on the schedule annexed hereto or
on a continuation thereof the date, Type and amount of each Loan
made pursuant to the Credit Agreement, each continuation thereof,
each conversion of all or a portion thereof to another Type, the
date and amount of each payment or repayment of principal thereof
and, in the case of Eurod
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