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Exhibit 10.2
FORM OF
REVOLVING LOAN NOTE
Rochester, New York
March 17, 2004
FOR VALUE
RECEIVED, the undersigned, AMERICAN ROCK SALT COMPANY LLC, a
New
York limited liability company (the
"Borrower"), hereby unconditionally promises
to pay to the order of [
] (a "Lender"), under the Credit
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Agreement dated as of March 17, 2004 among
the Borrower, the lenders parties
thereto and MANUFACTURERS AND TRADERS TRUST
COMPANY (the "Agent"), as agent for
such lender parties, including without
limitation the Lender (as the same may be
amended, supplemented, terminated or
otherwise modified from time to time, the
"Credit Agreement"), at the offices of the
Agent, at One M&T Plaza, Buffalo, New
York 14240, the lesser of either the
principal sum of
[
] DOLLARS ($[
]) or the aggregate unpaid
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principal amount of all Revolving Loans (as
defined in the Credit Agreement)
made to the Borrower by this Lender
pursuant to the Credit Agreement, in lawful
money of the United States of America in
immediately available funds, and to pay
interest from the date hereof on the
principal amount hereof from time to time
outstanding, in like funds, at said office,
at a rate or rates per annum and
payable on the dates determined pursuant to
the Credit Agreement. Principal and
interest shall be payable on the dates and
in the amounts set forth in Section
5.3 of the Credit Agreement. All
outstanding principal and accrued and unpaid
interest shall be due and payable in full
on the ea