1
EXHIBIT 10.1
Form of Note
The following document is the form of Non-Negotiable Demand Note payable by
RPI, Inc. to Lobdell Emery Corporation. RPI, Inc. has issued a total of four
such notes to Lobdell Emery Corporation. The Notes are identical in all
material respects except as to the amount and the date. The four notes are in
the amounts of $250,000, $100,000, $150,000, and $300,000, and are dated May
2, 1997, May 21, 1997, June 6, 1997, and July 11, 1997, respectively.
2
NON - NEGOTIABLE DEMAND NOTE
$300,000 Bloomfield Hills, Michigan
Demand Note July 11, 1997
FOR VALUE RECEIVED, RPI, Inc., a Michigan corporation (the "Maker"),
promises to pay to the order of Lobdell Emery Corporation, a Michigan
corporation (the "Payee"), at such place as the Payee may designate in writing,
the principal sum of Three Hundred Thousand Dollars ($300,000), together with
interest as provided in this Demand Note, which shall be legal tender in
payment of all debts and dues, public and private, at the time of payment, in
the manner provided in this Demand Note.
The principal balance of this Demand Note shall be paid with interest
on the outstanding principal balance determined on a basis of a year of twelve
30-day months at the prime rate of interest of NBD Bank, as announced by NBD
Bank from time to time, plus one percent (1.0%).
The Maker shall pay the entire principal balance and unpaid interest
accrued on the principal balance on the demand of the Payee.
Commencing on August 1, 1997, the Maker shall make payments of
interest on the outstanding principal balance of this Demand Note to the Payee
on the first day of each month until the principal amount is paid in full. If
the Maker fails to make full payment of principal or interest when due, the
entire unpaid balance of both principal and interest shall thereafter bear
interest at the rate of ten percent (10.0%) per annum until paid in full.
This Demand Note is and shall be subject and subordinate to all
existing and future indebtedness of the Maker to Comerica Bank.
This Demand Note is non-negotiable.
This Demand Note may be paid by the Maker, in whole or in part, at any
time, without penalty.
In no event shall the interest rate charged or received under this
Demand Note at any time exceed the maximum interest rate permitted under
applicable law. Payments received by the Payee under this Demand Note which
would otherwise cause the interest rate under this Demand Note to exceed such
maximum interest rate shall, to the extent of such excess, be deemed
prepayments of principal and applied as such. If the Payee shall reasonably
determine that the legal authority to charge the interest rate under this
Demand Note has been adjudicated to be usurious or otherwise limited by
statute, then the unpaid principal balance of this Demand Note, with any
accrued interest thereon and thereafter at the highest legal rate then
permitted to be charged by stipulation in writing between the Maker and the
Payee, at the option of the Payee, shall immediately become due and payable.
1 of 2
3
Any payment made by mail will be credited as of the day the payment
was mailed as evidenced by the post-mark.
Time is of the essence of this Demand Note. Failure by the Payee to
exercise any right under this Demand Note shall not constitute a waiver of the
right to exercise the same.
The Maker and all endorsers, sureties and guarantors, of this Demand
Note, hereby jointly and severally waive presentment for payment, demand,
notice of non-payment, notice of protest and protest of this Demand Note,
diligence in collection or bringing suit, and all endorsers, sureties and
guarantors of this Demand Note consent to any and all extensions of time,
renewals, waivers or modifications that may be granted by the Payee with
respect to payment or other provisions of this Demand Note, and to the release
of any collateral or any part of this Demand Note, with or without
substitution.
This Demand Note shall be governed by and construed in accordance with
the laws of the State of Michigan without regard to its choice of law
principals.
This Note is made in connection with the ongoing discussions between
the Maker, the Payee, and the Payee's parent corporation, Oxford Automotive,
Inc. (the "Parent"), regarding a possible merger or similar transaction
involving the Maker and the Payee, the Parent or one of their affiliates (the
"Proposed Transaction"). The Maker acknowledges that the Payee and the Parent
will expend time and resources in connection with the Proposed Transaction.
The Maker agrees that for the period ending December 31, 1997, the Maker will
deal exclusively with the Payee, the Parent and/or their affiliates in
connection with the sale of the Maker, such that neither the Maker nor its
affiliates, employees and representatives will, directly or indirectly, without
the Payee's or the Parent's prior written consent, solicit, encourage or
initiate any offer or proposal from, or engage in any discussions with, or
provide any information to, any corporation, partnership, limited liability
company, person or other entity or group, other than the Payee or the Parent
and their affiliates, employees and representatives, concerning any transaction
involving the sale of any stock or assets of the Maker (other than sales of
product in the ordinary course of business) or a merger, consolidation,
liquidation, recapitalization or similar transaction involving the Maker nor
shall the Maker accept any proposal with respect to any similar transaction.
Dated: July 11, 1997
RPI, INC.
By: ________________________
Name: ________________________
Title: ________________________
2 of 2