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EXHIBIT 10.32
OVER FORMULA LOAN NOTE
$3,000,000 February 27, 1997
Due: December 30, 1997 Detroit, Michigan
FOR VALUE RECEIVED, the undersigned, MEDAR, INC. ("Medar") and INTEGRAL
VISION, LTD. ("Integral"), jointly and severally (collectively, "Borrowers"),
hereby promise to pay to the order of NBD Bank, ("Bank"), pursuant to the
Revolving Credit and Loan Agreement dated as of August 10, 1995 (as amended,
the "Loan Agreement"), as amended by the First Amendment to Revolving Credit
and Loan Agreement dated October 12, 1995, the Second Amendment to Revolving
Credit and Loan Agreement dated October 31, 1995, the Third Amendment to
Revolving Credit and Loan Agreement dated as of March 29, 1996, the Fourth
Amendment to Revolving Credit and Loan Agreement dated as of August 11, 1996
and the Fifth Amendment to Revolving Credit and Loan Agreement dated as of the
date hereof, among Borrowers and Bank, at the main office of Bank in Detroit,
Michigan, in lawful money of the United States of America and in immediately
available funds, the principal sum of Three Million and 00/100 Dollars (U.S.
$3,000,000), payable in two principal installments of $1,500,000 each, due on
July 31, 1997 and December 30, 1997, plus accrued but unpaid interest payable
monthly on the last business day of each month beginning March 31, 1997, and on
the maturity date set forth above.
The indebtedness outstanding hereunder shall bear interest as provided
in the Loan Agreement. During the period that any amount owing on this Note is
not paid in full when due (whether at stated maturity, by acceleration or
otherwise), such amount shall bear interest at the Default Rate in effect from
time to time or the maximum rate permitted by law, whichever is lower, for the
period commencing on the due date until the same is paid in full. In addition
to the foregoing, during the period that any other Event of Default has
occurred and shall be continuing, Borrower shall pay on demand, at the election
of Bank, interest at the Default Rate or the maximum rate permitted by law,
whichever is lower, on the principal amount outstanding hereunder during such
period from and after the date of any such demand.
Bank is hereby authorized by Xxxxxxxx to record on its books and
records, the date and amount of each payment, which books and records shall
constitute rebuttable presumptive evidence of the information so recorded,
provided, however, that any failure by Bank to record any such information
shall not relieve Borrower of its obligation to repay the outstanding principal
amount, all accrued interest hereon and any amount payable with respect hereto
in accordance with the terms of this Note and the Loan Agreement.
This Note is subject to, and evidences the Over Formula Loan made by
Bank to Borrower under the Loan Agreement, to which reference is hereby made
for a statement of the circumstances and terms under which this Note may be
prepaid and under which its due date may be accelerated and other terms
applicable to this Note. An Event of Default under the Loan Agreement
constitutes a default hereunder. Capitalized terms used but not defined in
this Note
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shall have the respective meanings assigned to them in the Loan Agreement. As
provided in the Loan Agreement, this Note is secured by certain collateral
granted under the Loan Documents.
Borrowers and each endorser or guarantor hereof, waive demand,
presentment, protest, diligence, notice of dishonor and any other formality in
connection with this Note. Borrowers further agree to pay, in addition to the
principal, interest and other sums due and payable hereon, all costs of
collecting this Note, including reasonable attorneys' fees and expenses.
This Note is made under, and shall be governed by and construed in
accordance with, the laws of the State of Michigan applicable to contracts made
and to be performed entirely within the State of Michigan and without giving
effect to the choice of law principles of the State of Michigan.
MEDAR, INC.,
a Michigan corporation
By: _______________________________
Xxxxxxx Xxxxx
Its: President
INTEGRAL VISION, LTD.
an English corporation
By: _______________________________
Xxxxxxx Current
Its: Corporate Secretary
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