Exhibit 4.2
Revolving Business Note
M&I Northern Bank
Plastics Mfg. Company and TecStar Mfg. Company November 7, 2000
Customer Date
$7,000,000.00
Amount
The undersigned ("Customer", whether one or more) promises to pay to
the order of M&I Northern Bank ("Lender") at 3155 N. 124th Street,
Brookfield, WI 53005 the principal sum of $7,000,000.00 or, if less,
the aggregate unpaid principal amount or all loans made under this
Note, plus interest, as set forth below.
Lender will disburse loan proceeds to Customer's deposit account number
___________ or by other means acceptable to Lender.
Interest is payable on December 1, 2000, and on the same date of each
succeeding month thereafter and at maturity.
Principal is payable February 1, 2001.
This Note bears interest on the unpaid principal balance before
maturity at a rate equal to [Complete (a), (b) or (c); only one shall
apply];
(a) N/A N/A% per year.
(b) N/A N/A percentage points in excess of the prime rate of interest
adopted by Lender as its base rate for interest rate determinations
from time to time which may or may not be the lowest rate charged by
Lender (with the rate changing as and when that prime rate changes).
The initial rate is N/A% per year.
(c) X This Note bears interest on the unpaid principal balance
before maturity (whether upon demand, acceleration or otherwise) at the
rates set forth on Exhibit A attached hereto.
Interest is computed on the basis of a 360-day year on the actual
number of days principal is unpaid. Unpaid principal and interest bear
interest after maturity (whether by acceleration or lapse of time)
until paid at Prime Rate plus 3%.
If any payment is not paid when due, if a default occurs under any
other obligation of any Customer to Lender or if Lender deems itself
insecure, the unpaid balance shall, at the option of Lender, and
without notice mature and become immediately payable. The unpaid
balance shall automatically mature and become immediately payable in
the event any Customer, surety, or guarantor becomes the subject of
bankruptcy or other insolvency proceedings. Lender's receipt of any
payment on this Note after the occurrence of an event of default shall
not constitute a waiver of the default or Lender's rights and remedies
upon such default.
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This Note may be prepaid in full or in part without penalty.
Lender is authorized to automatically charge payments due under this
Note to account number N/A . (See reverse side
regarding Notice of Transfers Varying in Amount.)
N/A Check here only if this Note is to be secured by a first lien
mortgage or equivalent security interest on a one-to-four family
dwelling used as Customer's principal place of residence.
This note includes additional provisions on reverse side.
PLASTICS MFG. COMPANY (SEAL) W188 N11707 MAPLE ROAD
Street Address
BY BRUCE SCHNEIDER (SEAL) GERMANTOWN, WI 53022
Bruce Schneider, VP/Finance City/State/Zip
TECSTAR MFG. COMPANY (SEAL)
BY BRUCE SCHNEIDER (SEAL)
Bruce Schneider, VP/Finance
AMENDMENT NO. 5
Appendix A to the General Business Security Agreement dated October 4,
1999, as amended in which PLASTICS MFG. COMPANY & TECSTAR MFG. COMPANY
is the Debtor and M&I NORTHERN BANK is the Lender, is hereby amended to
read as follows:
(b) BORROWING BASE. The aggregate amount of all Obligations at anytime
outstanding (except n/a) shall never exceed:
(i) WORKING CAPITAL LINE. The lesser of $7,000,000.00 or an
amount equal to the sum of:
(a) QUALIFIED INVENTORY. For Qualified Inventory at cost
(determined in accordance with generally accepted
accounting principles) or wholesale market value,
whichever is lower, exclusive of any transportation,
processing or handling charges:
Raw Material 60% (plastic resin only) not to exceed
$1,500,000.00; Work in Process n/a%; Finished Goods 50%
not to exceed $1,000,000.00; Components 50% not to
exceed $500,000.00; Total Qualified Inventory not to
exceed $2,000,000.00 in the aggregate; plus
(b) QUALIFIED ACCOUNTS. 80% of the amount owing on
Qualified Accounts.
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These are the only changes and all other provisions of said Agreement
remain in full force and effect.
Dated 11/6/00 PLASTICS MFG. COMPANY
BY: BRUCE SCHNEIDER
Bruce Schneider, VP/Finance
TECSTAR MFG. COMPANY
BY: BRUCE SCHNEIDER
Bruce Schneider, VP/Finance
M&I Northern Bank
BY: VICTOR S KEARNEY
Victor S. Kearney, Vice President
ADDITIONAL PROVISIONS
This Note is secured by all existing and future security agreements,
assignments and mortgages between Lender and Customer, between Lender
and any guarantor of this Note, and between Lender and any other person
providing collateral security for Customer's obligations, and payment
may be accelerated according to any of them. Unless a lien would be
prohibited by law or would tender a nontaxable account taxable,
Customer grants to Lender a security interest and lien in any deposit
account Customer may at any time have with Lender. Lender may, at any
time after an occurrence of an event of default, without notice or
demand setoff against any deposit balances or other money now or
hereafter owed any Customer by Lender any amount unpaid under this
Note.
Lender is authorized to make book entries evidencing loans and payments
and the aggregate of all loans as evidenced by those entries is
presumptive evidence that those amounts are outstanding and unpaid to
Lender. Customer covenants that all loans shall be used solely for
business and not personal purposes.
Customer agrees to pay all costs of administration and collection
before and after judgment, including reasonable attorneys' fees
(including those incurred in successful defense or settlement of any
counterclaim brought by Customer or incident to any action or
proceeding involving Customer brought pursuant to the United States
Bankruptcy Code) and waives presentment, protest, demand and notice of
dishonor. Customer agrees to indemnify and hold harmless Lender, its
directors, officers, employees and agents, from and against any and all
claims, damages, judgments, penalties, and expenses, including
reasonable attorneys' fees, arising directly or indirectly from credit
extended under this Note or the activities of Customer. This indemnity
shall survive payment of this Note.
Customer acknowledges that Lender has not made any representations or
warranties with respect to, and that Lender does not assume any
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responsibility to Customer for, the collectability or enforceability of
this Note or the financial condition of any Customer. Customer
authorizes Lender to disclose financial and other information about
Customer to others. Each Customer has independently determined the
collectability and enforceability of this Note.
Without affecting the liability of any Customer, surety, or guarantor,
Lender may, without notice, accept partial payments, release impair any
collateral security for the payment of this note or agree not to sue
any party liable on it. Without affecting the liability of any surety
or guarantor, Lender may from time to time, without notice, renew or
extend the time for payment. The obligations of all Customers under
this Note are joint and several.
To the extent not prohibited by law, Customer consents that venue for
any legal proceeding relating to collection of this Note shall be, at
Lenders option, the county in which Lender has its principal office in
this state, the county in which any Customer resides or the county in
which this Note was executed. This Note shall be construed and
enforced in accordance with the internal laws of Wisconsin.
This Note is intended by Customer and Lender as a final expression of
this Note and as a complete and exclusive statement of its terms, there
being no conditions to the enforceability of this Note. This Note may
not be supplemented or modified except in writing, except as set forth
in Exhibit A attached hereto.
PREAUTHORIZED TRANSFER DISCLOSURE
When Customer authorizes Lender to obtain payment of amounts becoming
due Lender by initiating charges to Customer's account, Customer also
requests and authorizes remitting financial institution to alert and
honor same and to charge same to Customer's account. This
authorization will remain in effect until Customer notifies Lender and
the remitting financial institution in writing to terminate this
authorization and Lender and remitting financial institution have a
reasonable time to act on the termination. NOTICE OF TRANSFERS VARYING
IN AMOUNT: If Lender and remitting financial institution are not the
same. Customer is an individual, the account was established primarily
for personal, family or household purposes and the regular payments may
vary in amount. Customer has the right to receive a notice from Lender
10 days before each payment of how much the payment will be; however,
by signing this Note, Customer elects to receive notice only when
current payment would differ by more than 100% from previous payment.
EXHIBIT A TO REVOLVING BUSINESS NOTE
This Note bears interest on the unpaid principal balance before
maturity (whether upon demand, acceleration or otherwise) at an annual
rate equal to the Adjusted Interbank Rate (as defined below) plus 225
basis points, which rate will change as of the first day of each
calendar month. If the first day of any calendar month is not a
regular Business Day, the Adjusted Interbank Rate shall be established
on the preceding Business Day. "Business Day" shall mean any day other
than a Saturday, Sunday, public holiday or other day when commercial
banks in Wisconsin are authorized or required by law to close.
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"Prime Rate" means an annual rate equal to the interest rate
publicly announced by Lender from time to time in Milwaukee, Wisconsin,
as its base rate for interest rate determinations.
"Adjusted Interbank Rate" means an annual rate for all loans
evidenced by this Note (the "Loans") (rounded upwards, if necessary,
to the nearest 1/100 of 1%), determined pursuant to the following
formula:
Adjusted Interbank Rate = INTERBANK RATE
1 - Interbank Reserve
Requirement
"Interbank Rate" means with respect to any Loan, the rate per annum
equal to the rate (rounded upwards, if necessary, to the nearest 1/16
of 1%) quoted as the rate at which dollar deposits in immediately
available funds are offered on the first day of each calendar month in
the interbank Eurodollar market on or about 9:00 A.M., Milwaukee time,
for a period of thirty (30) days. If the first day of any calendar
month is not a regular Business Day, the Interbank Rate shall be
established on the preceding Business Day. Lender currently uses the
Knight Ridder Information Service to provide information with respect
to the interbank Eurodollar market, but Under may change the service
providing such information at anytime. Each such determination shall
be conclusive and binding upon the parties hereto in the absence of
demonstrable error.
"Interbank Reserve Requirement" means a percentage (expressed as a
decimal) equal to the aggregate reserve requirements in effect on the
first day of each calendar month (including all basic, supplemental,
marginal and other reserves and taking into account any transitional
adjustments or other scheduled changes in reserve requirements during
each calendar month) specified for "Eurocurrency Liabilities" under
Regulation D of the Board of Governors of the Federal Reserve System,
or any other regulation of the Board of Governors which prescribes
reserve requirements applicable to "Eurocurrency Liabilities" as
presented defined in Regulation D, as then in effect, as applicable to
the class or classes of banks of which Lender is a member. As of the
date of this Note, the Interbank Reserve Requirement is 0%.
INCREASED COSTS. If Regulation D of the Board of Governors of the
Federal Reserve System, or the adoption of any applicable law, rule or
regulation of general application, or any change therein, or any
interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by Lender with any request or
directive of general application (whether or not having the force of
law) of any such authority, central bank or comparable agency:
(a) shall subject Lender to any tax, duty or other charge with
respect to the Loans, the Note or its obligation to make Loans, or
shall change the basis of taxation of payments to Lender of the
principal of or interest on the Loans or any other amounts due under
this Note in respect of the Loans or its obligation to make Loans
(except for changes in the rate of tax on the overall not income of
Lender); or
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(b) shall impose, modify or deem applicable any reserve
(including, without limitation, any reserve imposed by the Board of
Governors of the Federal Reserve System, but excluding any reserve
included in the determination of interest rates pursuant to this Note),
special deposit or similar requirement against assets of, deposits with
or for the account of, or credit extended by, Lender; or
(c) shall affect the amount of capital required or expected to be
maintained by Lender or any corporation controlling Lender, or
(d) shall impose on Lender any other condition affecting the
Loans, the Note or its obligation to make Loans;
and the result of any of the foregoing is to increase the cost to (or
in the case of Regulation D referred to above, to impose a cost on)
Lender of making or maintaining any Loan, or to reduce the amount of
any sum received or receivable by Lender under this Note with respect
thereto, then within ten (10) days after demand by Lender (which demand
shall be accompanied by a statement setting forth the basis of such
demand), Customer shall pay directly to Lender such additional amount
or amounts as will compensate Lender for such increased cost or such
reduction. Determinations by Lender for purposes of this section of
the effect of any change in applicable laws or regulations or of any
interpretations, directives or requests thereunder on its costs of
making or maintaining Loans or sums receivable by it in respect of
Loans, and of the additional amounts required to compensate Lender in
respect thereof, shall be conclusive, absent manifest error.
DEPOSITS UNAVAILABLE OR INTEREST RATE UNASCERTAINABLE.
(a) If Lender is advised that deposits in dollars (in the
applicable amount) are not being offered to banks in the relevant
market for periods of thirty (30) days, or Lender otherwise
determines (which determination shall be binding and conclusive on all
parties) that by reason of circumstances affecting the Interbank
Eurodollar market adequate and reasonable means do not exist for
ascertaining the applicable Interbank Rate; or
(b) If lenders similar to Lender have determined that the
Interbank Rate will not adequately and fairly reflect the cost to
such lenders of maintaining or funding loans based on the Interbank
Rate, or that the making or funding of such Interbank Rate loans has
become impracticable as a result of an event occurring after the date
of this Note which in the opinion of Lender materially affects such
Interbank Rate loans;
then, so long as such circumstances shall continue, Lender shall not be
under any obligation to make or continue Loans based on the Interbank
Rate and on the first Business Day of the following calendar month,
such Loans shall bear interest at the Prime Rate. If such an agreement
cannot be reached, such Loans shall be repaid in full by Customer.
CHANGE IN LAW RENDERING INTERBANK RATE LOANS UNLAWFUL. In the
event that any change in (including the adoption of any new) applicable
laws or regulations, or any change in the interpretation of applicable
laws or regulations by any governmental or other regulatory body
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charged with the administration thereof, should make it unlawful for
any lender to make, maintain or fund Loans based on the Interbank Rate,
then: (a) Lender shall promptly notify Customer, (b) the obligation of
Lender to make or continue Loans based on the Interbank Rate shall be
suspended for the duration of such unlawfulness; and (c) on the first
Business Day of the following calendar month, such Loans shall bear
interest at the Prime Rate, with the interest rate to change on each
day that the Prime Rate changes.
Dated NOV. 6, 2000
PLASTICS MFG. COMPANY (SEAL)
BY: BRUCE SCHNEIDER (SEAL)
Bruce Schneider, VP/Finance
TECSTAR MFG. COMPANY (SEAL)
BY: BRUCE SCHNEIDER (SEAL)
Bruce Schneider, VP/Finance
