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EXHIBIT 10.2
REVOLVING NOTE
$30,000,000.00 Dated: May 15, 2000
Due: May 14, 2001
FOR VALUE RECEIVED, on or before May 14, 2001, INDIAN-MARTIN
AG, a corporation organized and existing under the laws of Switzerland
("COMPANY"), unconditionally promises to pay to the order of BANK ONE, INDIANA,
NATIONAL ASSOCIATION, a national banking association ("BANK"), at Bank One
Tower, Mail Code IN 1-0046, 111 Monument Circle, Indianapolis, Indiana 46277, or
such other place as Bank may designate by written notice to Company, the
principal sum of Thirty Million Dollars and 00/100 ($30,000,000.00), or so much
of such amount as may be disbursed by Bank as Advances made on the Loan under
the terms of the Credit Agreement (as hereinafter defined), together with
interest thereon at the rates and calculated as provided in the Credit
Agreement. Interest accruing on the principal balance of this Note outstanding
from time to time shall be due and payable by Company on such dates and in
accordance with the terms of the Credit Agreement. All amounts paid on this Note
shall be applied in accordance with the terms of the Credit Agreement.
This Note is the "Note" referred to in the Credit Agreement,
to which reference is made for the conditions and procedures under which
Advances, payments, readvances and repayments may be made prior to the maturity
of this Note, for the terms upon which Company may make prepayments from time to
time and at any time prior to the maturity of this Note and the terms of any
prepayment premiums, penalties and other charges which may be due and payable in
connection therewith, and for the terms and conditions upon which the maturity
of this Note may be accelerated and the unpaid balance of principal and accrued
interest thereon declared immediately due and payable.
If any installment of principal or interest due under the
terms of this Note prior to maturity is not paid in full within ten (10) days of
the date when due, then Bank at its option and without prior notice to Company,
may assess a late payment fee in an amount equal to the greater of Twenty Five
and 00/100 Dollars ($25.00) or Five Percent (5%) of the amount past due up to
the maximum of $1,500.00 per late charge. Each late payment fee assessed shall
be due and payable on the earlier of the next regularly scheduled interest
payment date or the maturity of this Note. Waiver by Bank of any late payment
fee assessed, or the failure of Bank in any instance to assess a late payment
fee shall not be construed as a waiver by Bank of its right to assess late
payment fees thereafter.
If any installment of interest due under the terms of this
Note falls due on a day which is not a Banking Day, the due date shall be
extended to the next succeeding Banking Day and interest will be payable at the
applicable rate for the period of such extension.
All amounts payable under this Note shall be payable without
relief from valuation and appraisement laws, and with all collection costs and
attorneys' fees.
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The holder of this Note, at its option, may make extensions of
time for payment of the indebtedness evidenced by this Note, or approve
reductions of the payments thereon, release any Collateral securing payment of
such indebtedness or accept a renewal Note or Notes therefor, all without notice
to Company or any endorser(s), and Company and all endorsers hereby severally
consent to any such extensions, reductions, releases and renewals, all without
notice, and agree that any such action shall not release or discharge any of
them from any liability hereunder. Company and endorser(s), jointly and
severally, waive demand, presentment for payment, protest, notice of protest and
notice of nonpayment or dishonor of this Note and each of them consents to all
extensions of the time of payment thereof.
As used in this Note, the term "Credit Agreement" means that
certain Credit Agreement, dated as of even date herewith, by and between Company
and Bank, as the same hereafter may be amended, modified and/or restated from
time to time and at any time. Terms which are defined in the Credit Agreement
and which are not otherwise defined in this Note shall have the same meanings in
this Note as are ascribed to them in the Credit Agreement. The principal amount
of this Note outstanding from time to time shall be determined by reference to
the books and records of Bank on which shall be recorded each Advance under the
Loan evidenced by this Note, and all payments by Company on account of such
Loan. Such books and records shall be deemed prima facia to be correct as to
such matters, absent demonstrative or manifest error.
This Note is made under and will be governed in all cases by
the substantive laws of the State of Indiana without reference to the choice or
conflicts of laws rules or principles of any foreign or domestic jurisdiction.
INDIAN-MARTIN AG, a corporation organized
and existing under the laws of Switzerland
By: /s/ Lars Haussmann
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Lars Hausmann, Director
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(Printed Name and Title)
