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Exhibit 10.2
REVOLVING LOAN PROMISSORY NOTE
Amount not to Exceed New York, New York
$25,000,000 October 23, 1995
FOR VALUE RECEIVED, the undersigned, DeVlieg-Bullard, Inc., a
Delaware corporation (herein the "Borrower"), promises to pay to the order of
The CIT Group/Business Credit, Inc. ("CITBC"), at CITBC's offices located at
1211 Avenue of the Americas, New York, NY 10036, in lawful money of the United
States of America and in immediately available funds, in accordance with the
Financing Agreement (as hereinafter defined), the lesser of Twenty-Five Million
Dollars ($25,000,000) or the aggregate unpaid principal amount of all Revolving
Loans made by CITBC to the Borrower pursuant to the Financing and Security
Agreement, dated October 23, 1995, between the Borrower and CITBC (the
"Financing Agreement"). Terms defined in the Financing Agreement are used
herein with their defined meanings unless otherwise defined herein.
The Borrower further agrees to pay interest at said office, in
like money, on the unpaid principal amount owing hereunder from time to time
from the date hereof on the last business day of each month commencing October
31, 1995 and at the interest rates specified in a Notice of Borrowing or a
notice delivered to CITBC pursuant to the Financing Agreement. Any amount of
principal hereof which is not paid when due, whether at stated maturity, by
acceleration, or otherwise, shall bear interest from the date when due until
said principal amount is paid in full, payable on demand at a rate per annum
equal at all times to the Default Rate.
CITBC who is the holder of this Revolving Loan Promissory Note
(the "Note") is authorized to endorse on the schedule annexed hereto and made a
part hereof, or on continuations or conversions thereof which shall be attached
hereto and made a part hereof, the date, the type and the amount of each
Revolving Loan made by the holder hereof, and each Continuation, Conversion,
payment and prepayment of principal thereof and whether a specific Initial Term
Date has been established and, if so, the specific date so established which
endorsements shall, in the absence of manifest error, be conclusive as to the
outstanding balance of the Revolving Loans made by CITBC to the Borrower and
the accuracy of the other information endorsed; provided, however, that any
failure to endorse such information on such schedule or continuation thereof
shall not in any
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manner affect the obligation of the undersigned to make payments of principal
and interest in accordance with the terms of this Note.
If any payment on this Note becomes due and payable on a day
other than a business day, the maturity thereof shall be extended to the next
succeeding business day, and with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension.
This Note is the Revolving Loans Promissory Note referred to
in the Financing Agreement and is subject to, and entitled to, all provisions
and benefits thereof and is subject to optional and mandatory prepayment, in
whole or in part, as provided therein. This Note is secured by certain Loan
Documents, including the Financing Agreement, and is guaranteed as provided in
the Financing Agreement, reference to which is hereby made for a description of
the Collateral and guarantees provided for under such Loan Documents and the
rights of CITBCs with respect to such Collateral and guarantees.
Upon the occurrence of any one or more of the Events of
Default specified in the Financing Agreement or upon termination of the
Financing Agreement, all amounts then remaining unpaid on this Note may become,
or be declared to be, immediately due and payable, all as provided in the
Financing Agreement. The Borrower hereby waives presentment, notice of
dishonor, protest and any other notice or formality with respect to this
Revolving Loan Promissory Note.
THIS NOTE SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
DEVLIEG-BULLARD, INC.
By /s/ W. O. Thomas
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Name: William O. Thomas
Title: President and Chief
Executive Officer
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Schedule to
Promissory Note Revolving Loans
REVOLVING LOANS AND PAYMENTS OF PRINCIPAL
Date Loan Made,
Continued, Unpaid
Converted or Amount of Amount of Principal Notation
Paid Type of Loan Loan Principal Paid Balance Made By
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