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EXHIBIT 10.22
[LOGO] INSTALLMENT BUSINESS LOAN NOTE
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Due October 31, 2000 $2,540,000
No. ________________________ Date October 31, 1995
PROMISE TO PAY: For value received, the undersigned (the "Borrower") promises
to pay to NBD BANK N.A. (the "Bank") or order at, any office of the Bank in the
State of Michigan, the sum of Two Million Five Hundred Forty Thousand and
00/100 DOLLARS ($2,540,000) plus interest computed on the basis of the actual
number of days elapsed in a year of 360 days at the rate specified in the Loan
Agreement (defined below):
In no event shall the interest rate exceed the maximum rate allowed by law; any
interest payments which would for any reason be deemed unlawful under
applicable law shall be applied to principal.
The Borrower will pay this sum in 59 monthly principal installments of $14,111
plus accrued interest on the 30th day of each month (or the 28th day of each
February) beginning November 30, 1995 to and including September 30, 2000 and a
final principal payment of $1,707,444 plus accrued but unpaid interest due on
October 31, 2000, at which time the entire balance of unpaid principal plus
accrued interest shall be due and payable immediately. Each payment will be
applied first to accrued interest, then to principal.
LOAN AGREEMENT: [complete if applicable] This note evidences a debt under the
terms of a Revolving Credit & Loan Agreement between the Bank and the
Borrower, Automatic Inspection Devices, Inc. and Integral Vision, Ltd., dated
August 10, 1995 and any amendments (the "Loan Agreement").
PREPAYMENT: If a fixed interest rate is specified above, the Borrower may
prepay all or any part of the principal balance of this note on one business
day's notice provided that, in addition to all principal, interest and costs
owing at the time of prepayment, the Borrower pays a prepayment premium equal
to the Current Value of (i) the interest that would have accrued on the amount
prepaid at the Note Rate, minus (ii) the interest that could accrue on the
amount prepaid at the Treasury Rate. In both cases, interest will be
calculated from the prepayment date to the maturity dates of the installments
being prepaid. Such maturity dates shall be determined by applying the
prepayment to the scheduled installments of principal in their inverse order of
maturity. "Treasury Rate" means the yield, as of the date of prepayment, on
United States Treasury bills, notes or bonds, selected by the Bank in its
discretion, having maturities comparable to the schedule maturities of the
installments being prepaid. "Current Value" means the net present value of the
dollar amount of the interest to be earned, discounted at the Treasury Rate.
In no event shall the prepayment premium be less than zero. The Borrower's
notice of its intent to prepay shall be irrevocable. If the balance of this
note is accelerated in accordance with the terms of this note, the resulting
balance due shall be irrevocable. If the balance of this note is accelerated
in accordance with the terms of this note, the resulting balance due shall be
considered a prepayment due and payable as of the date of acceleration. The
Borrower agrees that the prepayment premium is a reasonable estimate of loss
and not a penalty. The prepayment premium is payable as liquidated damages for
the loss of bargain and its payment shall not in any way reduce, affect or
impair any other obligation of the Borrower under this note.
SECURITY: To secure the payment of this note and any other present or future
liability of the Borrower, whether several, joint, or joint and several, the
Borrower pledges and grants to the Bank a continuing security interest in the
following described property and all of its additions, substitutions,
increments, proceeds and products, whether now owned or later acquired
("Collateral"):
1. All securities and other property of the Borrower in the custody,
possession or control of the Bank (other than property held by the
Bank solely in a fiduciary capacity);
2. All property or securities declared or acknowledged to constitute
security for any past, present or future liability of the Borrower to
the Bank;
3. All balances of deposit accounts of the Borrower with the Bank.
4. The following additional property: Mortgage on real property
commonly known as 00000 Xxxxxxxxx Xx., Xxxxxxxxxx Xxxxx, XX.
BANK'S RIGHT TO SETOFF: The Bank shall have the right at any time to apply its
own debt or liability to the Borrower or to any other party liable on this note
in whole or partial payment of this note or other present or future
liabilities, without any requirement of mutual maturity.
REPRESENTATIONS BY BORROWER: If the Borrower is a corporation, it represents
that it is a corporation duly organized, existing and in good standing under
the laws of its state of incorporation, and that the execution and delivery of
this note and the performance of the obligations it imposes are within its
corporate powers, have been duly authorized by all necessary action of its
board of directors, and do not contravene the terms of its articles of
incorporation or by-laws. If the Borrower is a general or limited partnership,
it represents that it is duly organized and existing ship agreement and have
been duly authorized by all necessary action of its partners. Each Borrower
represents that the execution and delivery of this note and the performance of
the obligations it imposes and that this note is a valid and binding agreement,
enforceable according to its terms. Each Borrower further represents that all
balance sheets, profit and loss statements, and other financial statements, if
any, furnished to the Bank are accurate and fairly reflect the financial
condition of the organizations and persons to which they apply on their
effective dates, including contingent liabilities of every type, which
financial condition has not changed materially and adversely since those dates.
WAIVER OF JURY TRIAL: The Bank and the Borrower, after consulting or having
had the opportunity to consult with counsel, knowingly, voluntarily and
intentionally waive any right either of them may have to a trial by jury in any
litigation based upon or arising out of this note or any related instrument or
agreement or any of the transactions contemplated by this note or any course of
conduct, dealing, statements, whether oral or written, or actions of either of
them. Neither the Bank nor the Borrower shall seek to consolidate, by
counterclaim or otherwise, any such action in which a jury trial has been
waived with any other action in which a jury trial cannot be or has not been
waived. These provisions shall not be deemed to have been modified in any
respect or relinquished by either the Bank or the Borrower except by a written
instrument executed by both of them.
SEE REVERSE SIDE FOR ADDITIONAL TERMS AND CONDITIONS INCLUDING EVENTS OF DEFAULT
BORROWER:
Address: 00000 Xxxxx Xxxxx Xxxxxx MEDAR, Inc.
Farmington Hills, MI 48335
Address: ______________________________ By: /s/ Xxxxxxx Xxxxx
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______________________________ Its: President
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Approved By N
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SUPP
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ADDITIONAL TERMS AND CONDITIONS
EVENTS OF DEFAULT/ACCELERATION: If any of the following events occurs:
1. The Borrower or any Guarantor of this note ("Guarantor") fail to pay
when any amount payable under this note or under any agreement or
instrument evidencing debt to any creditor;
2. The Borrower or any Guarantor (a) fails to perform any other term of
this note: (b) makes any materially incorrect or misleading
representation, warranty, or certificate to the Bank; (c) makes any
materially incorrect or misleading representation in any financial
statement or other information delivered to the Bank; or (d) defaults
under the terms of any agreement or instrument relating to any debt
for borrowed money (other than the debt evidenced by this note) such
that the creditor declares the debt due before its maturity;
3. There is a default under the terms of any loan agreement, mortgage,
security agreement, or any other document executed as part of the loan
evidenced by this note, or any guaranty of the loan evidenced by this
note becomes unenforceable in whole or in part, or any guarantor fails
to promptly perform under such a guaranty;
4. A "reportable event" (as defined in the Employee Retirement Income
Security Act of 1974 as amended) occurs that would permit the Pension
Benefit Guaranty Corporation to terminate any employee benefit plan of
the Borrower or any affiliate of the Borrower;
5. The Borrower or any Guarantor becomes insolvent or unable to pay its
debts as they become due;
6. The Borrower or any Guarantor (a) makes an assignment for the benefit
of creditors; (b) consents to the appointment of a custodian,
receiver, or trustee for itself or for a substantial part of its
assets; or (c) commences any bankruptcy, reorganization, liquidation,
insolvency, or similar laws of any jurisdiction;
7. A custodian, receiver, or trustee is appointed for the borrower or any
Guarantee or for a substantial part of its assets without its consent
and is not removed within 60 days after such appointment;
8. Proceedings are commenced against the Borrower or any Guarantor under
any bankruptcy, reorganization, liquidation, or similar laws of any
jurisdiction, and such proceedings remain undismissed for 60 days
after commencement; or the Borrower or Guarantor consents to the
commencement of such proceedings;
9. Any judgement is entered against the Borrower or any Guarantor, or any
attachment, levy, or garnishment is issued against any property of the
Borrower or any Guarantor;
10. The Borrower or any Guarantor dies;
11. The Borrower or any Guarantor, without the Bank's written consent, (a)
is dissolved, (b) merges or consolidates with any third party, (c)
leases, sells or otherwise conveys a material part of its assets or
business outside the ordinary course of its business, or (d) leases,
purchases or otherwise acquires conveys a material part of its assets
or busiess outside the ordinary course of its business, or (e) agrees
to do any of the foregoing (notwithstaning the foregoing, any
subsidiary may merge or consolidate with any other subsidiary, or with
the Borrower so long as the Borrower is the survivor);
12. The loan-to-value ratio of any pledged securities at any time exceeds
________________%, ad such excess continues for five (5) days after
notice from the Bank to the Borrower;
13. There is a substantial change in the existing or prospective financial
condition of the Borrower or any Guarantor which the Bank in good
faith determines to be materially adverse;
14. The Bank in good xxxxx xxxxx itself insecure;
then this note shall become due immediately, without notice, at the Bank's
option.
REMEDIES: If this note is not paid at maturity, whether by acceleration or
otherwise, the Bank shall have all of the rights and remedies provided by any
law or agreement. Any requirement of reasonable notice shall be met if the
Bank sends the notice to the Borrower at least seven (7) days prior to the date
of sale, disposition or other event giving rise to the required notice. The
Bank is authorized to cause all or any part of the Collateral to be transferred
to or registered in its name or in the name of any other person, firm or
corporation, with or without designation of the capacity of such nominee. The
Borrower shall be liable for any deficiency remaining after disposition of any
Collateral. The Borrower is liable to the Bank for all reasonable costs and
expenses of every kind incurred in the making or collection of this note,
including, without limitation, reasonable attorneys' fees and court costs.
These costs and expenses shall include, without limitation, any costs or
expenses incurred by the Bank in any bankruptcy, reorganization, insolvency or
other similar proceeding.
WAIVER: Each endorser and any other party liable on this note severally waives
demand, presentment, notice of dishonor and protest, and consents to any
extension or postponement of time of its payment without limit as to the number
or period, to any substitution, exchange or release of all or part of the
Collateral, to the addition of any party, and to the release or discharge of,
or suspension of any rights and remedies against, any person who may be liable
for the payment of this note. No delay on the part of the bank in the exercise
of any right or remedy shall operate as a waiver. No single or partial
exercise by the Bank of any right or remedy shall preclude any other future
exercise of it or the exercise of any other right or remedy. No waiver or
indulgence by the Bank of any default shall be effective unless in writing and
signed by the Bank, nor shall a waiver on one occasion be construed as a bar to
or waiver of that right on any future occasion.
MISCELLANEOUS: The Borrower, if more than one, shall be jointly and severally
liable, and the term "Borrower" shall mean any one or more of them. This note
shall be binding on the Borrower and its successors, and shall insure to the
benefit of the Bank, its successors and assigns. Any reference to the Bank
shall include any holder of this note. This note is delivered in the State of
Michigan and governed by Michigan law. Section headings are for convenience of
reference only and shall not affect the interpretation of this note.
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PAYMENT GUARANTEED BY:
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(Signature) (Address)
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(Signature) (Address)
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(Signature) (Address)
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For Bank use Only
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Facility Authorized to Lend Under
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Method of Disbursement
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Loan Classification
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Country Code ORC Address Sic Code Bar Code
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DIV Reg GT Sec ORC
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Branch Number Social Security Number
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Maximum Account Limit Special ID LNTM FRB Code Officer Initials
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Loan Purpose Profit Center Tx Ex Pr. Rel Yr. Ba Main Coll. Type Reg U
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Billing Instructions
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Payment Amount 1st Principal Payment 1st Interest Payment Interest Principal
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Incl Cycle
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Interest Cycle Lead Time Day of Month
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Int Collars Charge DDA Account Number Pymt Chg Rev Part Maximum Note Limit
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High Low Sold
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