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EXHIBIT 10.2
COMMERCIAL REVOLVING NOTE
Date: November ___, 2005
Customer No. ______________
Due Date: November 15, 2007 Amount: $6,000,000
Note No.
__________________
Promise to Pay. The undersigned promise(s) to pay to the order
of
CHEMICAL BANK SHORELINE (the "Bank"), at
any office of the Bank in the State of
Michigan, on the due date above, in U.S.
Dollars, all sums advanced by the Bank
hereunder and to pay interest on the unpaid
balance at the Note Rate (as defined
below) until either an Event of Default (as
defined below) occurs or this Note
becomes due, whether by default, demand or
maturity, and thereafter at a rate
equal to the Note Rate plus 2% per annum.
In no event shall the interest rate
exceed the maximum rate allowed by law.
Accrued interest shall be paid on the
15th day of each month beginning November
15, 2005.
Interest Rate (Bank Prime). The "Note Rate" shall mean the
"Applicable
Margin" as defined in the Loan Agreement of
even date among the Bank, the
undersigned and Segmentz, Inc., as amended
(the "Loan Agreement") plus the
annual rate of interest designated by the
Bank from time to time as its "Prime
Rate" which may be changed at any time by
the Bank and which may not be the
lowest rate charged by the Bank to any of
its customers. Each change in the
Applicable Margin and the Prime Rate will
immediately change the Note Rate.
Interest shall be calculated for the actual
number of days the principal is
outstanding on the basis of a 360 day
year.
Late Charge. The Bank may charge a late charge equal to five
percent
(5%) of each interest installment which is
received by the Bank more than ten
(10) days after due. Acceptance of the late
charge shall not waive any default
under this Note. All payments hereunder
shall be in immediately available United
States funds, without setoff or
counterclaim.
Advances. Subject to the terms of the Loan Agreement, this is a
Note
under which the Bank shall advance sums
from time to time to the undersigned and
such sums may be prepaid by the undersigned
from time to time; provided that the
aggregate unpaid balance shall at no time
exceed the face amount of this Note.
The principal amount payable hereunder
shall be the sum of all advances made by
the Bank to or at the request of the
undersigned, less principal payments
actually received in cash by the Bank. The
books and records of the Bank shall
be the best evidence of the principal
amount and the unpaid interest owing at
any time hereunder and shall be conclusive
absent manifest error. No interest
shall accrue hereunder until the date of
the first advance made by the Bank.
Thereafter, interest on all advances shall
accrue and be computed on the
principal balance outstanding from time to
time until paid in full. It is
expressly understood and agreed by the
undersigned that at no time shall the
Bank be under any obligation to make any
advances to the undersigned pursuant to
this Note unless the undersigned has
complied with all of the terms of the Loan
Agreement. If any payment applied by the
Bank to this Note is subsequently set
aside, recovered, rescinded or otherwise
required to be returned or disgorged by
the Bank for any reason (pursuant to
bankruptcy proceedings, fraudulent
conveyance statutes, or otherwise), this
Note shall be deemed to have continued
in existence, notwithstanding the
application, and this Note shall be
enforceable as to the amount of such
payment as fully as if the Bank had not
received and applied the payment.
Security. This Note and any other indebtedness and liabilities of
any
of the undersigned to the Bank, and all
renewals or extensions thereof, whether
joint or several, contingent or absolute,
now existing or hereafter arising, and
howsoever evidenced (herein collectively
called the "Liabilities") are secured
by all items now or hereafter deposited in
any account of any of the undersigned
and any guarantor with the Bank and by all
proceeds of such items (cash or
otherwise), by all account balances of any
of the undersigned and any guarantor
now or hereafter with the Bank, by all
property of any of the undersigned and
any guarantor now or hereafter in the
possession of the Bank, and by any other
collateral, rights and properties described
in each and every mortgage, security
agreement, pledge, assignment and other
security or collateral agreement which
has been, or will hereafter be, executed by
any of the undersigned or any
guarantor to or for the benefit of the Bank
(all herein collectively called the
"Collateral").
Representations. The undersigned represents: (a) that the execution
and
delivery of this Note and the performance
of the obligations it imposes do not
violate any law, conflict with any
agreement by which it is bound, or
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require the consent or approval of any
governmental authority or any third
party; (b) that this Note is a valid and
binding agreement, enforceable
according to its terms; and (c) that all
balance sheets, profit and loss
statements, and other financial statements
furnished to the Bank are accurate
and fairly reflect the financial condition
of the organizat
