BRIDGE LOAN NOTE
$4,000,000.00 September 28, 1998
1. FOR VALUE RECEIVED the undersigned, ROCKSHOX, INC., a Delaware
corporation ("Borrower"), promises to pay to the order of THE FIRST NATIONAL
BANK OF CHICAGO, a national banking association ("Bank"), at the times
specified in this Bridge Loan Note (this "Note") at Bank's Office at One
First National Plaza, 16th Floor, Chicago, Illinois 60670, or such other
place as the holder of this Note may from time to time designate, the total
unpaid principal amount of loans advanced hereunder by Bank from time to time
(each, a "Loan" and, collectively, the "Loans") to or for the benefit of or
at the request of Xxxxxxxx from and after the date of this Note to but not
including October 27, 1998 (the "Scheduled Maturity Date"). In addition,
Xxxxxxxx shall pay interest on the principal balance of Loans outstanding
hereunder at the times and at the rates specified in this Note.
2. Any person authorized to borrow on behalf of Xxxxxxxx (an
"Authorized Person") may request a Loan by telephone or telex. Xxxxxxxx
agrees that Bank is authorized to honor requests which it believes, in good
faith, to emanate from an Authorized Person, whether in fact that be the case
or not. Each Loan shall be in an amount not less than $100,000.00. In no
event shall the aggregate principal balance of Loans outstanding hereunder
exceed $4,000,000.00 (the "Maximum Loan Amount"). Each Loan shall be payable
in full on the Scheduled Maturity Date. In addition, the aggregate principal
amount of Loans outstanding hereunder shall be and become automatically due
and payable, without notice to or demand on Borrower or any other person or
entity, in the event of the institution by or against Borrower of any
proceeding under the bankruptcy laws of any jurisdiction or under any other
insolvency, moratorium or other debtor relief proceeding. Further, if any
amount payable hereunder is not paid when due, there is any material adverse
change in the Borrower's financial condition, there is a default under any
other agreement governing indebtedness of the Borrower or if the Borrower
becomes insolvent, howsoever evidenced, the Bank may declare all unpaid
principal and interest on Loans and unpaid fees immediately due and payable.
3. In the event Bank, in its sole and absolute discretion shall
elect to make the requested Loan, it shall no later than 12:00 noon (Los
Angeles time) on the proposed borrowing date wire the amount of said Loan to
such account or accounts as Borrower may direct. XXXXXXXX ACKNOWLEDGES AND
AGREES THAT THE CREDIT FACILITY EVIDENCED HEREBY IS AN OPTIONAL ADVANCE
FACILITY AND THAT NOTWITHSTANDING XXXXXXXX'S FULL COMPLIANCE WITH ALL TERMS
AND CONDITIONS HEREOF BANK MAY AT ANY TIME AND FROM TIME TO TIME REFUSE TO
MAKE LOANS HEREUNDER.
4. Each Loan shall bear interest calculated at a floating rate
per annum equal to the corporate base rate of interest announced by Bank from
time to time (the "Corporate Base Rate"), said rate to change when and as
said corporate base rate changes, said interest to be payable monthly, in
arrears on the last day of each calendar month.
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5. All amounts payable under this Note not paid when due, whether
following demand by Bank or otherwise, shall bear interest (payable on
demand) from the due date of such Loan until payment in full at a rate per
year equal to the Corporate Base Rate plus two percent (2%).
6. Interest and fees payable hereunder shall be computed on the
basis of a three hundred sixty (360) day year and actual days elapsed.
7. Borrower may at any time prepay any Loan, in whole or in part,
without premium or penalty.
8. Xxxxxxxx agrees to make all payments or reimbursements under
this Note free and clear of any deduction for any present or future taxes and
agrees to pay any present or future taxes or charges with respect to such
payments or reimbursements which may be imposed by any government authority,
except net income taxes of Bank imposed by any jurisdiction.
9. In the event of a lawsuit or proceeding arising out of or
relating to this Note, the prevailing party shall be entitled to recover
costs and reasonable attorneys' fees incurred in connection with the lawsuit
or proceeding, as determined by the court or arbitrator.
10. This Note shall be governed by and construed in accordance
with the laws of the State of California without giving effect to its choice
of law rules.
11. This Note is secured pursuant to that certain security
agreement of even date herewith executed by and between Borrower and Bank
(the "Security Agreement"). Reference is xxxxxx made to said Security
Agreement for additional rights and remedies of Bank with respect to the
credit facility evidenced hereby.
12. Borrower and Bank each hereby waive trial by jury in any
judicial proceeding involving directly or indirectly any matter (whether
sounding in tort, contract or otherwise) in any way arising out of, related
to, or connected with this Note, the Security Agreement or the relationship
established hereunder.
ROCKSHOX, INC., a Delaware corporation
By:
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Name:
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Title:
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