Ex 10-19



	




EXHIBIT 10.19




NOTE









	$6,000,000.00	 	April 15, 2001
Chicago, Illinois	 



	





     FOR
VALUE RECEIVED, Horizon Farms, Inc.(“Borrower”) promises to pay
to the order of Methode Electronics, Inc., a Delaware corporation
(“Lender”) the principal sum of Six Million and no/100 Dollars
($6,000,000.00) (“Loan”), at the place and in the manner hereinafter
provided, together with interest from the date hereof on the balance of the
principal remaining from time-to-time unpaid at the rates described below. 



     During
the period commencing as of the date hereof (“Loan Opening
Date”) and continuing thereafter through June 30, 2003
(“Maturity Date”), interest shall accrue on the outstanding
principal balance of the Loan remaining from time-to-time unpaid under this Note
prior to the Maturity Date at a rate of 5.25% per annum (“Loan
Rate”). 



     Interest
accruing on the principal outstanding shall be: (a) computed on the basis of a
year consisting of 365 days, (b) compounded semi-annually on the anniversary
hereof, and (c) charged for the actual number of days within each monthly period
in which any amounts remain outstanding under the Loan. 



     The
Loan shall be repaid on the Maturity Date with all accrued interest. 



     This
Note may be prepaid in whole or in part at any time and any prepayments shall be
applied first against any interest then unpaid, and next against the next
installments of principal coming due. 



     After
the Maturity Date, or the earlier acceleration of the indebtedness evidenced by
this Note, or if said indebtedness has not been accelerated, during any period
in which an Event of Default (as hereinafter defined) exists under this Note or
any of the Loan Documents, Maker shall pay interest on the balance of principal
remaining unpaid during any such period at an annual rate equal to two percent
(2%) plus the applicable Loan Rate then in effect under this Note. The interest
accruing under this paragraph shall be immediately due and payable by Maker to
the holder of this Note on demand and shall be additional indebtedness evidenced
by this Note. 



     All
payments of principal and interest hereunder shall be paid in coin or currency
which, at the time or times of payment, is the legal tender for public and
private debts in the United States of America and shall be made at such place as
Lender or the legal holder or holders of this Note may from time to time
appoint, and in the absence of such appointment, then at the offices of Lender
at 7401 West Wilson Avenue, Chicago, Illinois 60706-4548. Payment submitted in
funds not available until collected shall continue to bear interest until
collected. If payment hereunder becomes due and payable on a Saturday, Sunday or
legal holiday under the laws of the State of Illinois, the due date thereof
shall be extended to the next succeeding business day, and interest shall be
payable thereon at the then applicable interest rate during such extension. 




     Notwithstanding
any provisions of this Note or any instrument securing payment of the
indebtedness evidenced by this Note to the contrary, it is the intent of Maker
and Lender that Lender shall never be entitled to receive, collect or apply as
interest on principal of the indebtedness, any amount in excess of the maximum
rate of interest permitted to be charged by applicable law; and if under any
circumstance whatsoever, fulfillment of any provision of this Note, at the time
performance of such provision shall be due, shall involve transcending the limit
of validity prescribed by applicable law, then, ipso facto, the
obligation to be fulfilled shall be reduced to the limit of such validity; and
in the event Lender ever receives, collects or applies as interest any such
excess, such amount which would be excess interest shall be deemed a permitted
partial prepayment of principal and treated hereunder as such; and if the
principal of the indebtedness secured hereby is paid in full, any remaining
excess funds shall forthwith be paid to Maker. In determining whether or not
interest of any kind payable hereunder, under any specific contingency, exceeds
the highest lawful rate, Maker and Lender shall, to the maximum extent permitted
under applicable law, (1) characterize any non-principal payment as an expense,
fee or premium rather than as interest and (2) amortize, prorate, allocate and
spread, to the end that the interest on account of such indebtedness does not
exceed the maximum amount permitted by applicable law; provided that if the
amount of interest received for the actual period of existence thereof exceeds
the maximum lawful rate, Lender shall refund to Maker the amount of such excess.
Lender shall not be subject to any penalties provided by any laws for
contracting for, charging or receiving interest in excess of the maximum lawful
rate. 







38 
















	






     This
Note and any and all other liabilities and obligations and indebtedness of Maker
to Lender, whether such liabilities, obligation or indebtedness are now existing
or hereafter created, direct or indirect, absolute or contingent, joint or
several, due or to become due, howsoever created, arising or evidenced, and
howsoever acquired by Lender, are secured, inter alia, by the
Mortgage and Security Agreement (the “Mortgage”) of even date
herewith made by Maker to Lender creating a mortgage lien on certain real
property (the “Premises”) legally described in Exhibit 1
attached to the Mortgage (the Mortgage and any other document or instrument
securing this Note or delivered to induce Lender to disburse the proceeds
evidenced hereby are hereinafter collectively referred to as the “Loan
Documents”). Reference is hereby made to the Loan Documents (which are
incorporated herein by reference as fully and with the same effect as if set
forth herein at length) for a legal description of the Premises, a statement of
the covenants and agreements contained therein, a statement of the rights,
remedies, and security afforded thereby, and all matters therein contained. 



     The
occurrence of any one or more of the following events shall constitute an
“Event of Default” under this Note: 











	 	     (a)  
the failure by Maker to make payment of principal or interest as same becomes due and
payable or payment of any other amount due to Lender under this Note, within ten (10)
days after the date when any such payment is due in accordance with the terms hereof, or
the failure of Maker to make payment of any amounts due to Lender under the Mortgage or
any of the other Loan Documents within ten (10) days after written notice from Lender
that any such payment is due in accordance with the terms thereof; or 






	 	     (b)
the occurrence of any one or more of the “Events of Default” under paragraph 14 of the
Mortgage.







	



     At
the election of the holder hereof, and without notice, the principal balance
remaining unpaid under this Note, and all unpaid interest accrued thereon, shall
be and become immediately due and payable in full in the case of the occurrence
of any Event of Default. Failure to exercise this option shall not constitute a
waiver of the right to exercise same in the event of any subsequent Event of
Default. No holder hereof shall, by any act of omission or commission, be deemed
to waive any of its rights, remedies or powers hereunder or otherwise unless
such waiver is in writing and signed by the holder hereof, and then only to the
extent specifically set forth therein. The rights, remedies and powers of the
holder hereof, as provided in this Note, the Mortgage and in all of the other
Loan Documents are cumulative and concurrent, and may be pursued against the
Premises and any other security given at any time to secure the repayment
hereof, all at the sole discretion of the holder hereof. If any suit or action
is instituted or attorneys are employed to collect this Note or any part
thereof, or for the protection or enforcement of any or all of the security for
this Note, whether or not any lawsuit is filed with respect thereto, Maker
promises and agrees to pay all costs and expenses of every kind and nature of
collection, protection and enforcement including reasonable attorneys’ fees
and court costs. 



39 
















	






     Maker,
any guarantor, and all others who now or may at any time become liable for all
or any part of the obligations evidenced hereby, expressly agree hereby to be
jointly and severally bound, and jointly and severally: (i) waive and renounce
any and all homestead, redemption and exemption rights and the benefit of all
valuation and appraisement privileges against the indebtedness evidenced by this
Note or by any extension or renewal hereof; (ii) waive presentment and demand
for payment, notices of nonpayment and of dishonor, protest of dishonor, and
notice of protest; (iii) waive any and all notices in connection with the
delivery and acceptance hereof and all other notices in connection with the
performance, default, or enforcement of the payment hereof or hereunder, except
as otherwise expressly provided in the Loan Documents; (iv) waive any and all
lack of diligence and delays in the enforcement of the payment hereof; (v) agree
that the liability of each Maker, guarantor, endorser or obligor shall be
unconditional and without regard to the liability of any other person or entity
for the payment hereof, and shall not in any manner be affected by any
indulgence or forbearance granted or consented to by Lender to any of them with
respect hereto; (vi) consent to any and all extensions of time, renewals,
waivers, or modifications that may be granted by Lender with respect to the
payment or other provisions hereof, and to the release of any security at any
time given for the payment hereof, or any part thereof, with or without
substitution, and to the release of any person or entity liable for the payment
hereof; and (vii) consent to the addition of any and all other makers,
endorsers, guarantors, and other obligers for the payment hereof, and to the
acceptance of any and all other security for the payment hereof, and agree that
the addition of any such makers, endorsers, guarantors or other obligers, or
security shall not affect the liability of Maker. 



     The
proceeds of the loan evidenced by this Note will be used solely for the purposes
specified in 815 ILCS 205/4 (1993), as amended, and the principal sum advanced
is for a business loan which comes within the purview of such section. Maker
agrees that the obligation evidenced by this Note is an exempted transaction
under the Truth-In-Lending Act, 15 U.S.C., Section 1601, et seq. 



     Time
is of the essence hereof. 



     This
Note is governed and controlled as to validity, enforcement, interpretation,
construction, effect and in all other respects by the statutes, substantive laws
and decisions of the State of Illinois. This Note may not be changed or amended
orally but only by an instrument in writing signed by the party against whom
enforcement of the change or amendment is sought. 



     Lender
shall in no event be construed for any purpose to be a partner, joint venturer,
agent or associate of Maker or any beneficiary thereof or of any lessee,
operator, concessionaire or licensee of Maker or any beneficiary thereof in the
conduct of their respective businesses, and by the execution of this Note, Maker
agrees to indemnify, defend, and hold Lender harmless from and against any and
all damages, costs, expenses and liability that may be incurred by Lender as a
result of a claim that Lender is such partner, joint venturer, agent or
associate. 



     This
Note has been made and delivered at Chicago, Illinois and all funds disbursed to
or for the benefit of Maker will be disbursed in Chicago, Illinois. 



     In
the event one or more of the provisions contained in this Note shall for any
reason be held to be invalid, illegal or unenforceable in any respect by a court
of competent jurisdiction, such invalidity, illegality or unenforceability shall
not affect any other provision of this Note, and this Note shall be construed as
if such invalid, illegal or unenforceable provision had never been contained
herein or therein. 







40 

















	






     This
Note and any and all other liabilities and obligations and indebtedness of Maker
to Lender, whether such liabilities, obligation or indebtedness are now existing
or hereafter created, direct or indirect, absolute or contingent, joint or
several, due or to become due, howsoever created, arising or evidenced, and
howsoever acquired by Lender, are secured, inter alia, by the
Mortgage and Security Agreement (the “Mortgage”) of even date
herewith made by Maker to Lender creating a junior mortgage lien on certain real
property (the “Premises”) legally described in Exhibit 1
attached to the Mortgage (the Mortgage and any other document or instrument
securing this Note or delivered to induce Lender to disburse the proceeds
evidenced hereby are hereinafter collectively referred to as the “Loan
Documents”). Reference is hereby made to the Loan Documents (which are
incorporated herein by reference as fully and with the same effect as if set
forth herein at length) for a legal description of the Premises, a statement of
the covenants and agreements contained therein, a statement of the rights,
remedies, and security afforded thereby, and all matters therein contained. 



     Maker
has executed this Note as of the day and year first written above. 











			MAKER:


Horizon Farms, Inc.,
an Illinois corporation








			  


By: /s/ Robert R. McGinley
——————————————

 Its:  President








			
 Attest:  /s/ James W. McGinley
——————————————

 Its:   Secretary