EXHIBIT 10.1
THIRD AMENDED PROMISSORY NOTE
(Line of Credit)
THIS THIRD AMENDED PROMISSORY
NOTE AMENDS A CERTAIN NOTE DATED
APRIL 10, 2002 in order to
increase the principal balance to $1,000,000.
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$1,000,000.00
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Indianapolis, Indiana
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Dated: March 31, 2005
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Final Maturity Date: April 10,
2007
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On or before April 10, 2007 ("Final
Maturity"), OBSIDIAN LEASING COMPANY, INC., a Mississippi
corporation (the "Maker") promises to pay to the order of FAIR
HOLDINGS, INC., an Ohio corporation, (the "Lender") at his
principal office at 815 East Market St., Akron, OH, the principal
sum of ONE MILLION AND NO/100 DOLLARS ($1,000,000.00) or so much of
the principal amount of the Loan represented by this Note as may be
disbursed by the Lender under the terms described below, and to pay
interest on the unpaid principal balance outstanding from time to
time as provided herein.
This Note evidences indebtedness
(the "Loan") incurred or to be incurred by the Maker under a
revolving line of credit extended to the Maker by the Lender as
provided herein. The proceeds of the Loan may be advanced, repaid
and re-advanced until Final Maturity Date. The principal amount of
the Loan outstanding from time to time shall be determined by
reference to the books and records of the Lender and all payments
by the Maker on account of the Loan shall be recorded. Such books
and records shall be deemed prima facia to be correct as to such
matters. From this date and until the Final Maturity, Lender agrees
to make advances from time to time to the Maker of amounts not
exceeding in the aggregate at any time outstanding the amount of
One Million no/100 Dollars ($1,000,000.00), provided that all of
the conditions of lending stated herein have been fulfilled at the
time of each advance and no default exists.
Each of the following shall
constitute an Event of Default under this Note:
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(a)
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Nonpayment of Loan: Default in the payment when
due of any amount payable under the terms of this Note, or
otherwise payable to the Lender or any holder of this Note under
the terms of this Note;
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(b)
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Bankruptcy, Insolvency, etc.: Maker admitting in
writing the inability to pay his debts as they mature or an
administrative or judicial order or determination of insolvency
being entered against Maker; or Maker making a general assignment
for the benefit of creditors; or, in the absence of such
application, consent or acquiescence, a trustee or receiver being
appointed for Maker or a substantial part of his property and not
being discharged within 60 days; or any bankruptcy, reorganization,
debt arrangement, or other proceeding under the bankruptcy or
insol
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