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Exhibit 10.5
TRANCHE B NOTE
$3,500,000 MAY 31, 2000
FOR VALUE RECEIVED, the undersigned, CRL SYSTEMS, INC., a Nevada
corporation (the "Borrower"), hereby unconditionally promises to pay to the
order of ORBAN, INC., a Delaware corporation (the "Lender"), at the Lender's
Payment Office, in lawful money of the United States of America and in
immediately available funds, the principal amount of Three Million Five Hundred
Thousand Dollars ($3,500,000). The principal amount of this Note shall be
payable in the amounts and on the dates specified in the Credit Agreement. The
Borrower further agrees to pay interest in like money at such office on the
unpaid principal amount hereof from time to time outstanding at the rates and on
the dates specified in the Credit Agreement.
The holder of this Note is authorized to endorse on the schedule
annexed hereto and made a part hereof or on a continuation thereof which shall
be attached hereto and made a part hereof the date and amount of each payment or
prepayment of principal thereof. Each such endorsement shall constitute prima
facie evidence of the accuracy of the information endorsed. The failure to make
any such endorsement (or any error therein) shall not affect the obligations of
the Borrower in respect of this Note or the Credit Agreement.
This Note (a) is the Tranche B Note referred to in the Credit Agreement
dated as of even date herewith (as amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"), between the Borrower and
the Lender, (b) is subject to the provisions of the Credit Agreement, and (c) is
subject to optional and mandatory prepayment in whole or in part as provided in
the Credit Agreement. This Note is secured and guaranteed as provided in the
Security Documents. Reference is hereby made to the Security Documents for a
description of the properties and assets in which a security interest has been
granted, the nature and extent of the security and the guarantees, the terms and
conditions upon which the security interests and each guarantee were granted and
the rights of the holder of this Note in respect thereof.
Upon the occurrence of any one or more Events of Default, all amounts
then remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable, all as provided in the Credit Agreement.
All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest, notice of acceleration and intent to accelerate,
and all other notices of any kind.
Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.
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THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS THEREOF EXCEPT SECTIONS 5-1401 AND 5-1402 OF THE
NEW YORK GENERAL OBLIGATIONS LAW.
CRL SYSTEMS, INC.
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C. Jayson Brentlinger, President and
Chairman of the Board
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Schedule to Tranche B Note
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Date of Principal Amount of Unpaid Principal
Payment on Note Principal Paid Balance of Note Notation Made By
<S> <C> <C> <C>
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