EXHIBIT
10.2
Charter One
TERM NOTE
June 12. 2008
$1,013,270.00
Providence, Rhode Island
For value received, the undersigned AMC Troy,
Inc., a Michigan corporation , with an address of 21751 W.
Eleven Mile Road, Southfield, Michigan 48076 (the "Borrower"),
promises to pay to the order of Charter One, a division at RBS
Citizens, N.A. , a national banking association with an
address of One Citizens Plaza, Providence, Rhode Island 02903
(together with its successors and assigns, the "Bank"), the
principal amount of One Million Thirteen Thousand Two Hundred
Seventy Dollars and Zero Cents ( $1.013,270.00 ) on
or before June 12, 2015 (the "Maturity Date"), as set forth
below, together with interest from the date hereof on the unpaid
principal balance from time to time outstanding until paid in
full. The Borrower shall pay consecutive monthly installments of
principal, as described in Rider A commencing on July 12, 2008.
and the same amount (except the last installment which shall be
the unpaid balance) on the 12 lh day of each month
thereafter, until changed in accordance with this Note and shall
pay interest on the Interest Payment Date.
As used herein, the following terms shall be defined as
follows:
" Account " means account #4509106474 maintained by the Bank
in the name of the Borrower.
" Adjusted LIBOR Rate " means, relative
to a LIBOA Rate Loan, a rate per annum determined by dividing
(x) the LIBOR Rate for such LIBOR Interest Period by (y) a
percentage equal to one hundred percent (100%) minus the LIBOR
Reserve Percentage.
" Business Day ” means:
(a)
any day which is neither a Saturday or Sunday nor a legal holiday
on which commercial banks are authorized or required to be closed
in Providence, Rhode Island; and
(b)
when such term is used to describe a day on which a borrowing
payment prepaying, or repaying is to be made in respect of any UBOR
Rate Loan, any day which is: (i) neither a Saturday or Sunday nor a
legal holiday on which commercial banks are authorized or required
to be closed in New York City; and {ii) a London Banking Day;
and
(c)
when such term is used to describe a day on which an interest rate
determination is to be made in respect of any LIBOR Rate Loan, any
day which is a London Banking Day.
" Funding Date " means June 12, 2006.
“ Hedging Contracts ” means
interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements, or any other agreements or
arrangements entered into between Borrower and Bank and designed
to protect Borrower against fluctuations in interest rates or
currency exchange rates.
“ Hedging Obligations " means, with respect to
Borrower, all liabilities of Borrower to Bank under Hedging
Contracts.
"Interest Payment Date " means the last Business Day of each
LIBOR Interest Period or, in the case of Prime Rate Loans, any day
on which a payment of principal is due hereunder.
" LIBOR Interest Period " means, in the case of a LIBOR Rate
Loan:
1
(i)
initially, the period beginning on (and including) the Funding Date
and ending on (but excluding) the day which numerically corresponds
such date one month thereafter (or, if such month has no
numerically corresponding day, on the last Business Day of such
month); and
(ii)
thereafter, each period commencing on the last day of the next
preceding LIBOR Interest Period applicable to such LIBOR Rate Loan
and ending one month thereafter;
provided, however, that:
(a)
if the Borrower has or may incur Hedging Obligations with the Bank
in connection with the Loan, the LIBOR Interest Period shall be of
the same duration as the relevant period set under the applicable
Hedging Contract;
(b)
if such L1BOR Interest Period would otherwise end on a day which is
not a Business Day, such LIBOR Interest Period shall and on the
next following Business Day unless such day falls in the next
calendar month, in which case such LIBOR Interest Period shall end
on the first preceding Business Day; and
(c)
no LIBOR Interest Period may end later than the termination of this
agreement.
“ LIBOR Rate ”· means
relative to any LIBOR Interest Period for a LIBOR Rate Loan, the
offered rate for deposits of U.S. Dollars in an amount
approximately equal to the amount of the requested LIBOR Rate
Loan for a one month period which the British Bankers
' Association fixes as its LIBOR rate as of 11:00
a.m. London time on the day which is two (2) London Banking Days
prior to the beginning of such LIBOR Interest Period. If the
Bank cannot determine such offered rate by the British Bankers'
Association, the Bank may, in its discretion, select a
replacement index based on the arithmetic mean of the
quotations, if any, of the interbank offered rate by first class
banks in London or New York for deposits in comparable amounts
and maturities.
“ LIBOR Rate Loan " means the Loan for the period(s)
when the rate of interest applicable to the Loan is calculated by
reference to the Adjusted LIBOR Rate in the manner set forth
herein.
" LIBOR Rate Margin ” means Two and Six Tenths Percent
(2.6%) per annum.
" LIBOR Reserve Percentage " means,
relative to any day of any LIBOR Interest Period for the LIBOR
Rate Loan, the maximum aggregate (without duplication) of the
rates (expressed as a decimal fraction) of reserve requirements
(Including all basic, emergency. supplemental, marginal and
other reserves and taking into account any transitional
adjustments or other scheduled changes in reserve requirements)
under any regulations of the Board of Governors of the Federal
Reserve System (the "Board") or other governmental authority
having jurisdiction with respect thereto as Issued from time to
time and then applicable to assets or abilities consisting of
"Eurocurrency Liabilities", as currently defined in Regulation D
of the Board, having a term approximately equal or comparable to
such LIBOR Interest Period.
“ Loan ” means all amounts outstanding under
this Note.
" London Banking Day " means a day on which dealings in U.S.
dollar deposits are transacted in the London interbank market.
" Prime Rate " means the rate of interest
announced by Bank in Providence, Rhode Island from time to time
as its "Prime Rate." Any change in the Prime Rate shall be
effective immediately from and alter such change in the Prime
Rate. Borrower acknowledges that Bank may make loans to its
customers above, at or below the Prime Rate. Interest accruing
by reference to the Prime Rate shall be calculated on the basis
of actual days elapsed and a 360-day year.
“ Prime Rate Loan ”
means any Loan for the period(s) when the rate of interest
applicable to such Loan is calculated by reference to the Prime
Rate.
" Prime Rate Margin " means Zero Percent (0%) per annum.
" Principal Repayment Amount " means the
regularly scheduled reductions in the outstanding principal of
the Loan, to be made at the end of each LIBOR Interest Period in
an amount corresponding to such LIBOR Interest Period and as set
out in the attached Rider A entitled "Principal Repayment
Schedule".
Funding of the Loan. On the Funding Date
and on terms and subject to the conditions of this agreement,
the Loan shall be made available to the Borrower no later than
11:00 a.m. New York time by a deposit to the Account (or as
otherwise instructed by the Borrower in writing) in the full
principal amount of the Loan. Unless otherwise prohibited by
this agreement, the Loan shall initially be classified as a
LIBOR Rate Loan and interest shall accrue by reference to the
LIBOR Rate.
Automatic Rollover of LIBOR Rate Loan .
Upon the expiration of a LIBOR Interest Period, the LIBOR Rate
Loan shall automatically be continued as a LIBOR Rate Loan at
the then applicable Adjusted LIBOR Rate and in an amount equal
to the principal amount of the expiring LIBOR Rate Loan
LESS the applicable Principal Repayment Amount made by
Borrower, provided , however , that no portion of
the outstanding principal amount of a LIBOR Rate Loan may be
continued as a LIBOR Rate Loan when any Event of Default has
occurred and is continuing. If any Event of Default has occurred
and is continuing (if the Bank does not otherwise elect to
exercise any right to accelerate the Loan it is granted
hereunder), the LIBOR Rate Loan shall automatically be continued
as a Prime Rate Loan on the first day of the next Interest
Period.
Voluntary Prepayment or LIBOR Rate Loans
. When classified as a LIBOR Rate Loan, tile Loan may be prepaid
upon the terms and conditions set forth herein. The Borrower
acknowledges that additional obligations may be associated with
prepayment. In accordance with the terms and conditions or any
applicable Hedging Contracts, the Borrower shall give the Bank,
no later than 10:00 a.m., New York City time, at least four (4)
Business Days notice of any proposed prepayment of the LIBOR
Rate Loan, specifying the proposed date of payment and the
principal amount to be paid. Each partial prepayment of the
principal amount of the LIBOR Rate Loan shall be in an Integral
multiple of $50,000.00 and accompanied by the payment of all
charges outstanding on the LIBOR Rate Loan and of all accrued
interest on the principal repaid to the date of payment.
LIBOR Breakage Fee. Upon any prepayment
of a LIBOR Rate Loan on any day that is not the last day of the
relevant Interest Period (regardless of the source such
prepayment and whether voluntary, by acceleration or otherwise),
the Borrower shall pay an amount (“LIBOR Breakage Fee"),
as calculated by the Bank, equal to the amount of any losses,
expenses and liabilities (including without limitation any loss
of margin and anticipated profits) that Bank may sustain as a
result of such default or payment. The Borrower understands,
agrees and acknowledges that: (i) the Bank does not have any
obligation to purchase, sell and/or match funds in connection
with the use of the LIBOR Rate as a basis for calculating the
rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may
be used merely as a reference in determining such rate, and (ii)
the Borrower has accepted the LIBOR Rate as a reasonable and
fair basis for calculating the LIBOR Breakage Fee and other
funding losses incurred by the Bank. Borrower further agrees to
pay the LIBOR Breakage Fee and other funding losses, if any,
whether or not the Bank elects to purchase, sell and/or match
funds.
Interest Provision. Interest on the
outstanding principal amount of the Loan when classified as a:
(i) LIBOR Rate Loan shall accrue during each LIBOR Interest
Period at a rate equal to the sum 01 the Adjusted LIBOR Rate for
such LIBOR Interest Period plus the LIBOR Rate Margin and be
payable on each Interest Payment Date and on the Maturity Date,
and (ii) Prime Rate Loan shall accrue at a rate equal to the sum
of the Prime Rate plus the Prime Rate Margin and be payable on
each Interest Payment Date and on the Maturity Date. Interest
shall be calculated for the actual number of days elapsed on the
basis of a 360·day year, including the first date of the
applicable period to, but not including the date of
repayment.
3
LIBOR Rate Lending
Unlawful . If Bank shall determine (which
determination shall, upon notice thereof to Borrower be
conclusive and binding on Borrower) that the introduction at or
any change in or in the interpretation of any law, rule,
regulation or guideline, (whether or not having the force of
law) makes it unlawful, or any central bank or other
governmental authority asserts that it is unlawful, for Bank to
make, continue or maintain the Loan as, or to convert the Loan
into, a LIBOR Rate Loan, then any such LIBOR Rate Loans shall,
upon such determination, forthwith be suspended until the Bank
shall notify the Borrower that the circumstances causing such
suspension no longer exist, and all LIBOR Rate Loans of such
type shall automatically convert into Prime Rate Loans at the
end or the then current Interest Periods with respect thereto or
sooner, if required by such law and assertion.
Unavailability of LIBOR Rate. If Bank shall have determined
that:
(a)
U.S. dollar deposits in the relevant amount and for the relevant
LIBOR Interest
Period are not available to Bank in the London interbank
market;
(b)
by reason of circumstances affecting Bank in the London interbank,
adequate means do not exist for ascertaining the LIBOR Rate
applicable hereunder to the LIBOR Rate Loans; or
(c)
LIBOR no longer adequately reflects Bank's cost of funding the
Loan.
Then, upon notice from Bank to Borrower, the LIBOR Rate Loan shall
forthwith be suspended until the Bank shall notify the Borrower
that the circumstances causing such suspension no longer exist.
Increased Costs . If on or after the date
hereof the adoption of any applicable law, rule or regulation or
guideline (whether or not having the force of law), or any
change therein, of any change in the interpretation or
administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or
administration thereof, or compliance by Bank with any request
or directive (whether or not having the force of law) of any
such authority, central bank or comparable agency:
(a)
shall impose, modify or deem applicable any reserve, special
deposit or similar requirement (including. without limitation, any
such requirement Imposed by the Board of Governors of the Federal
Reserve System of the United States) against assets of, deposits
with or for the account of, or credit extended by, Bank or shall
impose an Bank or on the London interbank market any other
condition affecting the LIBOR Rate Loan or its ob
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