Thrall Car Management Co Inc, et al. – ‘SC 13D/A’ on 8/12/02 re: Trinity Industries Inc – EX-5

On:  Monday, 8/12/02, at 5:22pm ET   ·   Accession #:  930661-2-2781   ·   File #:  5-20249

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 2 to Schedule 13D                       21     62K 
 2: EX-1        Joint Filing Agreement                                 1      7K 
 3: EX-5        Promissory Note                                        2      8K 

EX-5   —   Promissory Note

EX-5
1st Page of 2
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                       Exhibit 5
                                                                       ---------
 PROMISSORY NOTE

$25,000,000.00  (Maximum)                                       August 6, 2002  

      FOR VALUE RECEIVED, THRALL INVESTMENT COMPANY II, L.L.C., a Delaware
corporation (the "Borrower") hereby promises to pay to the order of THRALL OMNI 
COMPANY, INC., a Delaware corporation, (the "Lender") the aggregate unpaid      
amount advanced by Lender to Borrower. In no event shall the amount so advanced 
exceed the sum of Twenty five million dollars and 00/100 ($25,000,000.00).      
Interest shall accrue daily (computed on the basis of a 360 day year) at the    
monthly short-term applicable Federal rate published by the Internal Revenue    
Service in effect from time to time and will be payable on the first business   
day following the end of each calendar quarter. Quarterly unpaid interest will  
be added to the principal balance.                                              

Borrower may prepay in full or in part, at any time and from time to time,      
without premium or penalty.                                                     

All advances and payments made on account of principal or interest shall be     
recorded by Lender on Exhibit A attached hereto; provided, however, that the    
failure to make any such notation shall not limit or otherwise affect Borrower's
obligations hereunder.                                                          

Borrower hereby waives all rights of presentment, demand and notice of dishonor.
Upon the occurrence of a default in the payment of principal or interest, at the
option of Lender, the entire unpaid principal balance of this Note and all      
accrued and unpaid interest thereon shall become immediately due and payable.   
Borrower hereby agrees to pay all reasonable attorneys fees and expenses of     
Lender incurred in connection with collection of this Note in the event of a    
default.                                                                        

This Note shall be binding upon and inure to the benefit of the successors and  
assigns of the parties hereto.                                                  

This Note shall be governed by and construed in accordance with the internal    
laws of the State of Illinois without giving effect to the conflict of law      
provisions thereof. Borrower hereby consents to the exclusive jurisdiction of   
the United States District Court for the Northern District of Illinois and of   
any Illinois State court sitting in Cook County for purposes of all legal       
proceedings arising out of or in connection with this Note.                     

                                  THRALL INVESTMENT COMPANY II, L.L.C.

                     By: /s/ David L. Filkin
                                          ------------------------------------
                     David L. Filkin
               Secretary

EX-5
Last Page of 2
TOC
1st
Previous
Next
↓Bottom
Just 2nd
                                                                       Exhibit 5
                                                                       ---------

 EXHIBIT A

      Amount           Amount              Balance                  Notion
Date    Borrowed          Paid              Outstanding                Made by  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		8/12/02							10-Q,  SC 13G/A
		8/6/02		1
									List all Filings