Schedule 4.1
PROMISSORY NOTE
$17,731,000.00 (U.S.) Klamath Falls, Oregon
June 1, 2000
FOR VALUE RECEIVED, the undersigned promises to pay to the order of
JELD-WEN, inc., an Oregon corporation, at its office at 3250 Lakeport Boulevard,
Klamath Falls, OR 97601, or at such other place as the holder of this Note
(hereinafter, "holder") may from time to time designate in writing, the sum of
Seventeen Million Seven Hundred Thirty-One Thousand and No/100 Dollars
($17,731,000.00) in lawful money of the United States, with interest thereon
from the date of this Note until paid at the rate set forth below, computed on
monthly balances. Interest for each full calendar month during the term of this
Note shall be calculated on the basis of a 360-day year and twelve 30-day
months. Interest for any partial calendar month at the beginning of the term of
this Note shall be calculated on the basis of a 360-day year and the actual
number of days in that month. Interest for any partial calendar month at the end
of the term of this Note shall be calculated on the basis of a 365-or 366-day
year and the actual number of days in that month.
Section 1. Interest Rate.
The per annum interest rate hereunder (the "Note Rate") shall be nine
percent (9%).
Section 2. Payments.
Payments will be made on the schedule attached hereto as Exhibit 1.
Section 3. Maturity.
Unless sooner repaid by Borrower, the entire unpaid principal balance of
this Note, plus all accrued but unpaid interest, and all other amounts owing
hereunder shall be due and payable in full on June 1, 2003 (the "Maturity
Date").
Section 4. Application of Payments.
Payments shall be applied: (i) first, to the payment of accrued interest;
(ii) second, to the reduction of principal of this Note.
Section 5. Prepayment.
Borrower may, upon thirty (30) days' prior written notice to holder, prepay
its obligation under this Note in full or in part on any Quarterly Payment Date
without penalty.
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Section 6. Late Charge.
If any amount payable hereunder is paid more than ten (10) days after the
due date thereof, Borrower promises to pay a late charge of five percent (5%) of
the delinquent amount as liquidated damages for the extra expense in handling
past due payments.
Section 7. Default; Remedies.
If default is made in the payment of any amount payable hereunder when due,
then, at the option of holder, the entire indebtedness evidenced hereby shall
become immediately due and payable. Upon default, and without notice or demand,
all amounts owed under this Note, including all accrued but unpaid interest,
shall thereafter bear interest at the rate of five percent (5%) per annum above
the Note Rate (the "Default Rate") until such default is cured. Failure to
exercise any option granted to holder hereunder shall not waive the right to
exercise the same in the event of any subsequent default. Interest at the
Default Rate shall commence to accrue upon default under this Note, including
the failure to pay this Note at maturity.
Section 8. Attorney Fees.
In the event of any default under this Note, or in the event that any
dispute arises relating to the interpretation, enforcement or performance of
this Note, holder shall be entitled to collect from Borrower on demand all fees
and expenses incurred in connection therewith, including but not limited to fees
of attorneys, accountants, appraisers, environmental inspectors, consultants,
expert witnesses, arbitrators, mediators, and court reporters. Without limiting
the generality of the foregoing, Borrower shall pay all such costs and expenses
incurred in connection with (a) arbitration or other alternative dispute
resolution proceedings, trial court actions, and appeals; (b) bankruptcy or
other insolvency proceedings of Borrower, any guarantor or other party liable
for any of the obligations of this Note, or any party having any interest in any
security for any of those obligations; (c) judicial or nonjudicial foreclosure
on, or appointment of a receiver for, any property securing this Note; (d)
postjudgment collection proceedings; (e) all claims, counterclaims,
cross-claims, and defenses asserted in any of the foregoing whether or not they
arise out of or are related to this Note or any security for this Note; (f) all
preparation for any of the foregoing; and (g) all settlement negotiations with
respect to any of the foregoing.
Section 9. Miscellaneous.
(a) Every person or entity at any time liable for the payment of the
indebtedness evidenced hereby waives presentment for payment, demand, and notice
of nonpayment of this Note. Every such person or entity further hereby consents
to any extension of the time of payment hereof or other modification of the
terms of payment of this Note or the release of any party liable for the payment
of the indebtedness evidenced hereby at any time and from time to time at the
request of anyone now or hereafter liable therefor. Any such extension or
release may be made without notice to any of such persons or entities and
without discharging their liability.
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(b) Each person or entity who signs this Note is jointly and severally
liable for the full repayment of the entire indebtedness evidenced hereby and
the full performance of each and every obligation contained in the Security
Documents.
(c) The headings to the various sections have been inserted for convenience
of reference only and do not define, limit, modify, or expand the express
provisions of this Note.
(d) Time is of the essence under this Note and in the performance of every
term, covenant, and obligation contained herein.
(e) This Note is made with reference to and is to be construed in
accordance with the laws of the State of Oregon.
DATED as of the day and year first above written.
TRENDWEST RESORTS, INC.
an Oregon corporation
By: ___________________________________
Its: ___________________________________
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Exhibit 1
Payment Schedule
1. Four (4) quarterly payments of interest only on:
September 1, 2000
December 1, 2000
March 1, 2001
June 1, 2001
2. Eight (8) equal payments payable quarterly of $2,216,375.00 plus
accrued interest on:
September 1, 2001
December 1, 2001
March 1, 2002
June 1, 2002
September 1, 2002
December 1, 2002
March 1, 2003
June 1, 2003.
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