EXHIBIT 10.75
SENIOR SECURED SUBORDINATED PROMISSORY NOTE
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL TO
THE TRANSFEROR, REASONABLY SATISFACTORY TO THE MAKER AS TO FORM, SUBSTANCE AND
OPINING COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS PURSUANT TO AND IN
COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
SUCH ACT AND SUCH LAWS.
THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY IS SUBORDINATED, IN THE MANNER
AND TO THE EXTENT SET FORTH IN THE SUBORDINATION AND INTERCREDITOR AGREEMENT
DATED AS OF JULY 18, 2003 (AS SUCH AGREEMENT MAY FROM TIME TO TIME BE AMENDED,
MODIFIED OR SUPPLEMENTED IN ACCORDANCE WITH ITS TERMS, THE "INTERCREDITOR
AGREEMENT"), BY THE MAKER AND PAYEE OF THIS NOTE IN FAVOR OF LASALLE BUSINESS
CREDIT, LLC, AS AGENT (THE "SENIOR AGENT") FOR CERTAIN LENDING INSTITUTIONS (THE
"SENIOR LENDERS"), TO ALL INDEBTEDNESS, LIABILITIES AND OBLIGATIONS (INCLUDING
INTEREST) AT ANY TIME OWED BY THE MAKER OF THIS NOTE TO THE SENIOR AGENT AND THE
SENIOR LENDERS UNDER THE LOAN AND SECURITY AGREEMENT DATED AS OF JULY [
],
2003, AND ALL AGREEMENTS, DOCUMENTS AND INSTRUMENTS RELATING THERETO, AND EACH
HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE
INTERCREDITOR AGREEMENT.
THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTIONS 1272, 1273 AND
1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. YOU MAY CONTACT THE CHIEF
FINANCIAL OFFICER OF IMPCO TECHNOLOGIES, INC. AT 16804 GRIDLEY PLACE, CERRITOS,
CALIFORNIA, 90703, TELECOPY NUMBER: (562) 274-0346, WHO WILL PROVIDE YOU WITH
ANY REQUIRED INFORMATION REGARDING THE ORIGINAL ISSUE DISCOUNT.
11.25% SENIOR SECURED SUBORDINATED PROMISSORY NOTE
Due July
, 2007
$20,000,000
New York, New York
July
, 2003
FOR VALUE RECEIVED, the undersigned, IMPCO TECHNOLOGIES, INC., a Delaware
corporation (the "Maker"), hereby promises to pay to the order of BISON CAPITAL
STRUCTURED EQUITY PARTNERS, LLC ("Bison Capital"), a Delaware limited liability
company, or its registered assigns (the "Holder"), the principal sum of Twenty
Million Dollars ($20,000,000) plus all interest capitalized pursuant to Section
1(a) of this Note, if any, on July
, 2007 (the "Maturity Date"), together
with interest thereon from time to time as provided
herein and in the Securities Purchase Agreement (the "Purchase Agreement"),
dated as of July
, 2003, by and between the Maker and Bison Capital. The
principal amount hereof, and the interest thereon, shall be payable in lawful
currency of the United States of America.
This Note is the Note referred to in the Purchase Agreement, is subject to the
provisions of the Purchase Agreement and is subject to optional and mandatory
redemption in whole or in part as provided in the Purchase Agreement. The Holder
is entitled to the benefits of this Note and the Purchase Agreement, as it
relates to the Note, and