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Exhibit 10.2
PROMISSORY NOTE
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$3,500,000.00 Chicago, Illinois; , 2000
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FOR VALUE RECEIVED, the undersigned (the "Borrower") hereby promises to
pay to the order of FLEET BUSINESS CREDIT CORPORATION, a Delaware corporation
("LENDER"), the principal sum of THREE MILLION FIVE HUNDRED THOUSAND AND NO/100
DOLLARS ($3,500,000.00) or, if less, the aggregate unpaid principal amount as
may be outstanding pursuant to the Loan Agreement (as hereinafter defined),
together with interest on the unpaid principal amount of this Note outstanding
from time to time. Capitalized terms used herein and not otherwise defined
herein shall have the meanings given such terms in the Loan Agreement.
This Note evidences the Loan made pursuant to that certain Loan and
Security Agreement, dated as of the date hereof, among Borrower and Lender (the
"LOAN AGREEMENT"), and is entitled to the benefit and security of the
Collateral, to which reference is hereby made for a statement of all of the
terms and conditions under which the Loan is made. The principal amount of the
indebtedness evidenced hereby shall be payable in installments in the amounts
and on the dates specified in the Loan Agreement and, if not sooner paid in
full, on the Maturity Date. Interest thereon shall be paid until such principal
amount is paid in full at such interest rates and at such times as are specified
in the Loan Agreement.
All payments of principal and interest under this Note shall be made in
lawful money of the United States of America in immediately available funds at
the Lender's office at One South Wacker Drive, Chicago, Illinois 60606, or at
such other place as may be designated by Lender to Borrower in writing. All
parties hereto, whether as makers, endorsers or otherwise, severally waive
presentment, demand, protest and notice of dishonor in connection with this
Note. This Note is governed by the internal laws of the State of Illinois.
WITNESSES: WM LIMITED PARTNERSHIP-1998, a
Michigan limited partnership
By: S & Q Management, LLC, its
General Partner
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