Exhibit 10.2
AMENDED AND RESTATED RENEWAL
REVOLVING NOTE
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Amount: $7,000,000.00
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Date: December 9,
2008
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Chicago, Illinois
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On or before January 15, 2009
(the “Maturity Date”), the undersigned, BRAD FOOTE GEAR
WORKS, INC., f/k/a BFG Acquisition Corp., an Illinois corporation
(the “Borrower”), with its chief executive office
located at 1309 S. Cicero Avenue, Cicero, Illinois 60804, for value
received, hereby promises to pay to the order of BANK OF AMERICA,
N.A., a national banking association, as successor by merger to
LaSalle Bank National Association f/k/a LaSalle National Bank f/k/a
LaSalle Bank NI (collectively, together with any holder hereof, the
“Bank”), at the Bank’s main offices at 135 South
LaSalle Street, Chicago, Illinois 60603, or such other address
hereafter designated by the Bank in writing, the principal sum of
Seven Million and 00/100 ($7,000,000.00) Dollars (U.S.), or if
less, the aggregate unpaid principal amount of all advances
(“Advances”) made by the Bank to the Borrower under
this Note, plus all accrued and unpaid interest calculated and
payable at the applicable rates and in the manner described
below. Except as otherwise specifically provided herein
and subject to the terms and conditions set forth in the Loan
Agreement (as hereinafter defined), amounts borrowed hereunder may
be repaid and reborrowed at any time and from time to time until
the Maturity Date.
The outstanding principal balance of
each Advance under this Note shall bear interest, at the
Borrower’s option to be selected in the manner hereinafter
set forth, at the Base Rate (as hereinafter defined) or
“Adjusted LIBOR” (as hereinafter defined).
Interest accruing on Advances bearing interest at the Base Rate
shall be calculated on the basis of a year consisting of 360 days
and shall be paid for the actual number of days elapsed.
Interest accruing on Advances bearing interest at Adjusted LIBOR
shall be calculated on the basis of a year consisting of 360 days
and shall be paid for the actual number of days elapsed from the
first day of the applicable Interest Period (as hereinafter
defined) but not including the last day thereof.
Any amount of principal which
is not paid when due, whether at the stated maturity, by
acceleration, or otherwise, shall bear interest payable on demand
at a fluctuating interest rate per annum equal at all times to the
Base Rate plus three percent (the “Default
Rate”). In addition, a late charge equal to three
percent (3%) of each late payment may be charged on any payment not
received by the Bank within five (5) calendar days after the
payment due date, but acceptance of payment of this charge shall
not waive any Default or Event of Default.
Interest on the unpaid balance of
each outstanding Advance bearing interest at the Base Rate shall be
payable monthly on the last Banking Day of each month.
The term “Base Rate”
shall mean the “Prime Rate”. The term
“Prime Rate” at any time means the rate of interest in
effect from time to time as set by the Bank and called its Prime
Rate.
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The effective date of any change in
the Prime Rate shall for purposes hereof be the date the rate is
changed by the Bank. The Bank shall not be obligated to give
notice of any change in the Prime Rate. It is expressly
agreed that the use of the term “Prime Rate” is not
intended nor does it imply that said rate of interest is a
preferred rate of interest or one which is offered by the Bank to
its most creditworthy customers.
At any time and from time to time,
the Borrower may identify no more than five (5) portions of
the outstanding principal balance of this Note (each such portion
herein, a “LIBOR Loan”) which will bear interest at
“Adjusted LIBOR”. Each LIBOR Loan must
equal a minimum of $250,000.00, or if greater, in integral
multiples of $50,000.00. “Adjusted LIBOR” means a
rate of interest equal to two and one-half percent (2.5%) per annum
in excess of the per annum rate of interest at which U.S. dollar
deposits in an amount comparable to the amount of the relevant
LIBOR Loan and for a period equal to the relevant “Interest
Period” (as hereinafter defined) are offered generally to the
Bank in the London Interbank Eurodollar market at
11.00 a.m. (London time) two Banking Days prior to the
commencement of each Interest Period, as displayed in the Bloomberg
Financial Markets system, or other authoritative source selected by
the Bank in its sole discretion, divided by a number determined by
subtracting from 1.00 the maximum reserve percentage for
determining reserves to be maintained by member banks of the
Federal Reserve System for Eurocurrency liabilities, such rate to
remain fixed for such Interest Period. “Interest
Period” shall mean successive 30 day periods as selected from
time to time by the Borrower by written notice given to the Bank
not less than three Banking Days prior to the first day of each
respective Interest Period; provided that: (i) each such 30
day period occurring after such initial period shall commence on
the day on which the next preceding period expires; (ii) the
final Interest Period shall be such that its expiration occurs on
or before the Maturity Date; (iii) at any time any Interest
Period expires less than 30 days before the Maturity Date, then for
the period commencing on such expiration date and ending on the
Maturity Date, such LIBOR Loan shall convert to a loan bearing
interest at the Base Rate plus two and one-half percent (2.5%) per
annum; (iv) any Interest Period which commences on the last
Banking Day of a calendar month (or on any day for which there is
no numerically corresponding day in the appropriate subsequent
calendar month) shall end on the last Banking Day of the
appropriate subsequent calendar month; and (v) each Interest
Period which would otherwise end on a day which is not a Banking
Day shall end on the next succeeding Banking Day, or, if such next
succeeding Banking Day falls in the next succeeding calendar month,
on the next preceding Banking Day. Interest on each LIBOR
Loan shall be payable on the last Banking Day of each Interest
Period, at maturity, after maturity on demand, and on the date
of any payment hereon on the amount paid. The Borrower
hereby further promises to pay to the order of the Bank, on demand,
interest on the unpaid principal amount of each LIBOR Loan after
maturity (whether by acceleration or otherwise) at the Default
Rate. As used herein, “Banking Day(s)” shall mean
each and all days other than a Saturday, Sunday or a legal holiday
on which national banks are authorized or required to be closed for
the conduct of commercial banking business in Chicago,
Illinois.
The Bank’s determination of
Adjusted LIBOR as provided above shall be conclusive, absent
manifest error. Furthermore, if the Bank determines, in good
faith (which determination shall be conclusive, absent manifest
error) prior to the commencement of any Interest Period that:
(a) U.S. dollar deposits of sufficient amount and maturity for
funding any LIBOR Loan are not available to the Bank in the London
Interbank Eurodollar market in the ordinary course of business, or
(b) by reason of circumstances affecting the London Interbank
Eurodollar market, adequate and fair means
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do not exist for ascertaining the
rate of interest to be applicable to the relevant LIBOR Loan, the
Bank shall promptly notify the Borrower and such LIBOR Loan shall
automatically convert on the last day of its then-current Interest
Period to a loan bearing interest at the Base Rate plus two and
one-half percent (2.5%) per annum.
If, after the date hereof, the
introduction of, or any change in, any applicable law, treaty,
rule, regulation, or guideline, or in the interpretation or
administration thereof by any governmental authority or any central
bank or other fiscal, monetary or other authority having
jurisdiction over the Bank or its lending office (a
“Regulatory Change”) shall, in the opinion of counsel
to the Bank, ma
