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EXHIBIT 10.19
EXHIBIT 2.1 (2nd)
SECOND
AMENDED AND RESTATED
REVOLVING NOTE
$10,000,000 October 12, 0000
Xxxxxxx, Xxxxxxxx
FOR VALUE RECEIVED, the undersigned, MEDAR, INC. ("Medar"), AUTOMATIC
INSPECTION DEVICES, INC. ("AID"), and INTEGRAL VISION, LTD. ("Integral"),
jointly and severally (collectively, "Borrowers"), hereby promise to pay to the
order of NBD Bank, ("Bank"), pursuant to that Revolving Credit and Loan
Agreement, entered into as of August 10, 1995, as amended by the First
Amendment to Revolving Credit and Loan Agreement dated October 12, 1995 (the
"Loan Agreement"), among Borrowers and Bank, at the main office of Bank in
Detroit, Michigan with respect to Revolving Loans made in U.S. Dollars, and at
Bank's office in London, England with respect to Revolving Loans made in Pounds
Sterling, in accordance with the Loan Agreement, in immediately available
funds, the principal sum of Ten Million and 00/100 Dollars (U.S. $10,000,000),
or such lesser amount as is recorded on the books and records of Bank, on
August 10, 1997, or such later Termination Date as may be agreed to under the
Loan Agreement as amended from time to time, together with interest on the
outstanding balance thereof as provided in the Loan Agreement. All payments of
principal and interest shall be made (i) if the Revolving Loan is in Dollars
and advanced by Bank in the United States, then in lawful money of the United
States of America, and (ii) if the Revolving Loan is in Pounds Sterling and
advanced by Bank's London Branch, then in lawful money of the United Kingdom.
Bank is hereby authorized by Borrowers to record on its books and
records, the date and amount of each Revolving Loan, the currency, the Loan
Period, the applicable interest rate (including any changes therein), the
amount of each payment of principal thereon and such other information as
appropriate, 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 Borrowers of their
obligation to repay the outstanding principal amount of all Revolving Loans
made by Bank, all accrued interest thereon and any amount payable with respect
thereto in accordance with the terms of this Note and the Loan Agreement.
Capitalized terms used but not defined in this Note shall have the respective
meanings assigned to them in the Loan Agreement.
This Note is subject to, and evidences the Revolving Loans made by
Bank under, the Loan Agreement, to which reference is hereby made for a
statement of the circumstances and terms under which all or a portion of this
Note is subject to prepayment 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. 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
applicable to each Revolving Loan 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
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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 outstanding principal amount of all the Obligations which are outstanding
during such period from and after the date of any such demand.
This Amended and Restated Revolving Note amends and restates, but does
not satisfy, certain existing obligations of the Borrowers evidenced by the
Amended and Restated Revolving Note in the principal amount of $8,000,000 dated
August 10, 1995, from the Borrowers to Bank and the Master Promissory Note in
the principal amount of $5,000,000 dated June 13, 1994, from Medar and AID to
Bank (f/k/a NBD Bank, N.A.).
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: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
Its: President
AUTOMATIC INSPECTION DEVICES, INC.,
an Ohio corporation
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
Its: President
INTEGRAL VISION, LTD.
an English corporation
By: /s/ Xxxxxxx Current
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Xxxxxxx Current
Its: Corporate Secretary
