Exhibit 10.2
PROMISSORY
NOTE
1. For value
received, the undersigned ("Borrower") promises to pay to Greenleaf
Capital, Inc. ("Lender"), 3505 Greenleaf Blvd., Kalamazoo,
Michigan, the principal amount of up to Eleven Million Dollars
($11,000,000) and interest computed on the basis of a 360-day year
for the actual number of days elapsed on the unpaid principal
balance at a rate per annum of 11.3% until maturity and 11.3% after
maturity. From time to time such interest rate shall be reviewed by
Greenleaf and the Company and adjusted if appropriate through
mutual agreement.
2.
INSTALLMENT PAYMENT. The principal of and interest on
this note shall be paid in installments beginning August 12, 1999
and on the 12th day of each succeeding month until June 12, 2004,
at which time the remaining balance of principal and interest shall
be paid in full. Each installment shall be in an amount equal to a
sum that allows for the principal to be repaid over a 15 year
amortization period plus interest accrued at the above rate on the
average outstanding principal outstanding for the previous 30 day
period.
3. EXPENSES.
Borrower shall reimburse Lender for all out-of-pocket expenses that
Lender incurs in connection with making the loan evidenced by this
note and any renewals, extensions, or modifications and with taking
and security for it, including without limitation filing and
recording fees, attorney fees, and expenses, and costs of credit
reports, surveys, appraisals, title work, and mortgagee's title
insurance.
4. LINE OF
CREDIT. The principal of this note may be borrowed, repaid, and
reborrowed by Borrower from time to time, provided that Lender
enters into a written agreement with Borrower providing for such
action. Lender's records shall be prima facie evidence of all loans
and repayments and of the indebtedness outstanding under this note
at any time. Unless Lender has otherwise agreed in writing, Lender
is not obligated to extend any further loan to Borrower under this
note, and any loan extension shall be made in Lender's sole
discretion.
5.
PREPAYMENTS. Borrower may prepay all or part of the
principal of this note at any time. Any partial prepayment will be
applied to the installment or installments last falling due under
this note, and a partial prepayment shall not affect the amount or
time of payment of succeeding required installments.
6. SECURITY.
This note and all obligations of Borrower under it are secured by a
certain Security Agreement of loan date herewith given by Borrower
to Lender and all security agreements, guaranties, mortgages,
pledge agreements, assignments, and all other agreements and
instruments that have been or in the future are given by any
Borrower or any third party to Lender ("security document(s)")
including, but not limited to, security documents given in
connection with or referred to in any prior promissory notes given
to Lender by any Borrower and security documents that secure any
present or future guaranty of all or part of the indebtedness
evidenced by this note. Lender shall have all of the rights and
powers set forth in the security document(s) and in any other
written agreements that have been or in the future are given to
Lender by Borrower, as though they were fully set forth in this
note. As additional security for the payment of Borrower's
obligations under this note, Borrower grants to Lender a security
interest in all tangible and intangible property of Borrower now or
in the future in the possession of Lender.
7. DEFAULT
AND ACCELERATION. Each of the following shall be an event of
default under this note:
a.
a default in the payment of any installment of
principal or interest under this note or of any late charge or
out-of-pocket expense that Borrower at any time owes to the holder
of this note or in the payment of any other indebtedness or
obligation that Borrower now or in the future owes to the holder,
as and when it shall be or become due and payable;
b.
a default in the performance of any other obligation to
Lender under this note, or any security document, or any other
agreement that has been or in the fut
