RENEWAL
FINANCE LINE OF CREDIT NOTE
$1,000,000.00 July 31, 1996
For value received, MORGAN FINANCE, INC. (the "Company") promises to
pay to the order of KEYBANK NATIONAL ASSOCIATION, formerly known as Society
National Bank, Indiana, Elkhart, Indiana (the "Bank"), its successors and
assigns, at its main office, on the date or dates and in the manner specified in
Article II of the Loan Agreement (as defined below), the sum of One Million
Dollars ($1,000,000.00) or such amount which may be advanced by Bank under the
terms and conditions of the Loan Agreement as shown on any ledger or other
record of the Bank, which shall be rebuttably presumptive evidence of the
principal amount owing and unpaid on this Note.
The Company promises to pay to the order of the Bank interest on the
unpaid principal amount of each Revolving Loan made pursuant to the Loan
Agreement from the date of such Revolving Loan until such principal amount is
paid in full at such interest rate(s) and at such times as are specified in
Article II of the Loan Agreement.
This Note replaces a Finance Line of Credit Note in the amount of One
Million Dollars ($1,000,000.00) dated May 8, 1996 but does not serve as a
payment, discharge or release of said Finance Line of Credit Note.
This Note is the Finance Line of Credit Note referred to in, and is
entitled to the benefits of, the Finance Line of Credit Agreement by and between
the Bank and the Company dated September 13, 1994, as amended on September 26,
1994, July 28, 1995, May 8, 1996, and July 31, 1996, as the same may be
hereafter amended from time to time (the "Loan Agreement"). This Note may be
declared forthwith due and payable in the manner and with the effect provided in
the Loan Agreement, which contains provisions for acceleration of the maturity
hereof upon the happening of any Event of Default and also for prepayment on
account of principal hereof prior to the maturity hereof upon the terms and
conditions therein specified and for the payment of all expenses incurred by the
Bank, including reasonable fees and disbursements of counsel, relating to
collection or enforcement hereunder.
Each defined term used in this Note shall have the meaning ascribed
thereto in Section 1.2 of the Loan Agreement.
This Note is secured by a Security Agreement and Assignment of
Contracts and Notes of September 13, 1994 and any and all security agreements
ratified pursuant to the Loan Agreement, Other Collateral Documents, and by any
and all collateral securing any obligation of Company to Bank.
As security for the payment of the obligations evidenced by this Note
and the other liabilities and obligations of Company to Bank, however and
whenever created or acquired, direct or contingent, which now or after the date
of this Note may exist, in addition to all other security for such payment,
Company grants to Bank a continuing lien and security interest in all Company's
personal property, or Company's interest in personal property, which now is or
which may after the date of this Note be in the possession of Bank, and a
continuing lien and security interest in Company's interest in all amounts on
deposit at Bank and upon the occurrence of an Event of Default (as that is
defined in the Loan Agreement), Bank may apply such property, interests, and/or
amounts upon any and all liabilities and obligations of Company to Bank, without
prior notice to Company.
The holder of this Note, in its sole discretion, may renew this Note,
accept a renewal note or notes, extend the time for the payment of the
indebtedness evidenced by this Note, reduce the payments under this Note, or do
any combination of such actions on any number of occasions; provided, however,
any such action shall not release the Company or any endorser, accommodation
party or guarantor from any liability on the obligation evidenced by this Note.
Company and any endorser, accommodation party or guarantor of this Note each
waive presentment for payment, protest, notice of protest, notice of nonpayment
or dishonor of this Note and diligence in the collection of this Note; and each
of them consents to any actions by Bank or any holder of this Note as set forth
in this paragraph.
All payments will be made without benefit from valuation or
appraisement laws.
By signing or guaranteeing this Note, each and every guarantor, surety,
endorser, and accommodation party of the obligations contained herein shall be
deemed to and shall have irrevocably waived and relinquished (i) the benefit of
any and all defenses to enforcement of this Note, any counterclaim, offset or
claim in recoupment, based upon contract, arising at equity, or under any state
or federal law regarding suretyship or guaranty generally; or (ii) any discharge
provided in Indiana Code ss. 26-1-3.1-605, or other state or federal statute of
similar import. Consistent with this waiver, and not by way of limitation, the
person or persons entitled to enforce this instrument may, at any time and
without notice to any guarantor, surety, endorser or accommodation party of the
obligations contained in this Note, (i) extend the maturity date of this Note;
(ii) adjust any and all terms of this Note, even if such adjustment materially
alters the obligation; (iii) take any action (or not take any action) with
respect to any collateral for this Note, including without limitation, releasing
or diminishing (intentionally or otherwise) the extent or value of such
collateral.
No failure by Bank to exercise any right under this Note, including any
rights resulting from an Event of Default (as that term is defined in the Loan
Agreement), shall operate as a waiver or otherwise prevent Bank from exercising
any of its rights under this Note at any other time, including the exercise by
Bank of any rights at any time during the continuance of such Event of Default
or on the occurrence of a subsequent Event of Default.
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Company agrees that Bank shall be entitled to rely on any written, oral
or telephonic communication requesting a draw or advance under this Note which
may be received by Bank from any person reasonably believed by Bank to be an
authorized representative of Company. Each draw or advance made under this Note
will be evidenced by a written record made by Bank indicating the amount and
date of such transaction. Such records of Bank shall be deemed by Company and
Bank to be sufficient evidence of credit extended under this Note.
This Note and any extensions or renewals of this Note relates to and is
subject to all of the terms, conditions, and provisions of the Loan Agreement
and any extensions, renewals, modifications or amendments of or to the Loan
Agreement; and this Note and any extensions or renewals of this Note is related
to any mortgage, pledge, financing statement, guaranty, security agreement and
other document required under or related to the Loan Agreement.
This Note is made and shall be governed by the laws of the state of
Indiana and the Company consents to the jurisdiction of any local, state or
federal court located within Elkhart County, Indiana (or in the case of a
federal court, the jurisdiction of which includes Elkhart County, Indiana).
IN WITNESS WHEREOF, the Company has hereunto set its hand by its duly
authorized officers on the day and the year first above mentioned.
"COMPANY":
Morgan Finance, Inc.
By: /s/ Richard B. DeBoer
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(Signature)
Richard B. DeBoer, Chief Financial Officer
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(Typed or Printed Name and Office)
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