EXHIBIT 10.27.2
REVOLVING CREDIT NOTE
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(NCB)
$15,000,000.00 Date: July 10, 1998
Indianapolis, Indiana
FOR VALUE RECEIVED, THE FINISH LINE, INC., a Delaware corporation
(Borrower") hereby promises to pay to the order of NATIONAL CITY BANK OF INDIANA
(the "Lender"), or its assigns, at the main office of NBD BANK, N.A. (the
"Agent"), as Agent under the Agreement (hereinafter defined) in the City of
Indianapolis, Indiana, or at such other place as the holder hereof may designate
in writing, the lesser of (a) principal sum of Fifteen Million Dollars
($15,000,000), or (b) the aggregate unpaid principal amount of all Revolving
Loans made by the Lender to the Borrower pursuant to Section 2 of the Agreement,
in lawful money of the United States of America and in immediately available
funds, together with interest on the unpaid principal balance existing from time
to time at the per annum rates and on the dates set forth in the Agreement. The
Borrower shall pay the principal and accrued and unpaid interest on the
Revolving Loans in full on the Facility Termination Date, and shall make such
mandatory payments as are required to be made under the terms of Section 2 of
the Agreement.
The Lender shall, and is hereby authorized to, record on any schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Revolving Loan under this Note and the date and
amount of each principal payment hereunder.
This Note is issued pursuant to, is entitled to the benefit of, and is
subject to the provisions of that certain Credit Agreement dated as of even date
herewith among Borrower, the lenders party thereto, including the Lender, and
NBD Bank, N.A. as the Agent for the Lenders (as the same may be amended from
time to time, the "Agreement"), to which Agreement reference is hereby made for
a statement of the terms and conditions governing this Note, including, without
limitation, the terms and conditions under which this Note may be prepaid or its
maturity date accelerated. This Note is guaranteed, as more specifically
described in the Agreement, and reference is made thereto for a statement of the
terms and provisions thereof. Capitalized terms used herein and not otherwise
defined herein are used with the meanings attributed to them in the Agreement.
Subject to any applicable grace or cure period set forth in the Agreement,
if Borrower fails to make the payment of any installment of principal or
interest, as provided in the Agreement, or upon the occurrence of any other
Default, then in any of such events, or at any time thereafter prior to such
Default being cured, the entire principal balance of this Note, and all accrued
and unpaid interest thereon, irrespective of the maturity date specified herein
or in the Agreement, together with reasonable attorneys' fees and other costs
incurred in collecting or enforcing payment or performance hereof and with
interest from the date of Default on the unpaid principal balance hereof at the
Default
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Page 1 of a Note containing Two Pages, dated July 10, 1998 from THE FINISH LINE,
INC. to NATIONAL CITY BANK OF INDIANA
rate specified in Section 2.11 of the Agreement, shall, at the election of the
Required Lenders (except as otherwise provided for automatic acceleration on the
occurrence of certain Defaults specified in the Agreement), and without relief
from valuation and appraisement laws, become immediately due and payable.
Borrower and all endorsers, guarantors, sureties, accommodation parties
hereof and all other parties liable or to become liable for all or any part of
this indebtedness, severally waive demand, presentment for payment, notice of
dishonor, protest and notice of protest and expressly agree that this Note and
any payment coming due under it may be extended or otherwise modified from time
to time without in any way affecting their liability hereunder.
Notice of acceptance of this Note by the Lender is hereby waived.
BORROWER, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH
COUNSEL, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS NOTE OR
ANY OTHER LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS NOTE OR
ANY COURSE OF CONDUCT, DEALING, STATEMENTS, WHETHER ORAL OR WRITTEN, OR ACTIONS
OF BORROWER OR ANY OF THE LENDERS. BORROWER SHALL NOT SEEK TO CONSOLIDATE, BY
COUNTERCLAIM OR OTHERWISE, ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH
ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THESE
PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR
RELINQUISHED BY THE LENDERS EXCEPT BY WRITTEN INSTRUMENT EXECUTED BY BORROWER,
THE LENDER AND THE OTHER LENDERS.
IN WITNESS WHEREOF, Borrower has caused this Note to be executed by its
duly authorized officer as of the day and year first hereinabove written.
THE FINISH LINE, INC.
/s/ Gary D. Cohen
By: ______________________________________
Gary D. Cohen, Senior Vice President
and General Counsel
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Page 2 of a Note containing Two Pages, dated July 10, 1998 from THE FINISH LINE,
INC. to NATIONAL CITY BANK OF INDIANA
SCHEDULE OF REVOLVING LOANS
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AND PAYMENTS OF PRINCIPAL
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BORROWER: THE FINISH LINE, INC.
NOTE DATED: JULY 10, 1998
Principal Maturity
Amount Type of Interest Amount of Unpaid
Date of Loan of Loan Period Principal Repaid Balance Maturity
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