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Exhibit 10.2
TERM LOAN NOTE
$5,000,000
New York, New York
February 20, 1997
FOR VALUE RECEIVED, the undersigned, SIGHT RESOURCE CORPORATION, a Delaware
Corporation (the "BORROWER"), hereby unconditionally promises to pay to the
order of CREDITANSTALT CORPORATE FINANCE, INC., a Delaware corporation (the
"LENDER") at the office located at 0 Xxxxxxxxx Xxxxx, X.X. Box 1300, Greenwich,
CT 06830-1300 in lawful money of the United States of America and in immediately
available funds, the principal amount of FIVE MILLION DOLLARS AND NO/100
($5,000,000), or, if less, the unpaid principal amount of the Term Loan made by
the Lender pursuant to subsection 2.1 of the Credit Agreement, as hereinafter
defined. The principal amount shall be paid in the amounts and on the dates
specified in subsection 2.3. The Borrower further agrees to pay interest in like
money at such office on the unpaid principal amount hereof from time to time
outstanding at the rates and on the dates specified in subsections 4.9 and 4.10
of such Credit Agreement.
The holder of this Note is authorized to endorse on the schedules annexed
hereto and made a part hereof or on a continuation thereof which shall be
attached hereto and made a part hereof the date, Type and amount of the Term
Loan and the date and amount of each payment or prepayment of principal with
respect thereto, each conversion of all or a portion thereof to another Type,
each continuation of all or a portion thereof as the same Type and, in the case
of Eurodollar Loans, the length of each Interest Period with respect thereto.
Each such endorsement shall constitute PRIMA FACIE evidence of the accuracy of
the information endorsed. The failure to make any such endorsement shall not
affect the obligations of the Borrower in respect of such Term Loan.
This Note (a) is the Term Note referred to in the Credit Agreement dated as
of February 20, 1997 (as amended, supplemented or otherwise modified from time
to time, the "CREDIT AGREEMENT"), between the Borrower and the Lender, (b) is
subject to the provisions of the Credit Agreement and (c) is subject to optional
and mandatory prepayment in whole or in part as provided in the Credit
Agreement. This Note is secured and guaranteed as provided in the Loan
Documents. Reference is hereby made to the Loan Documents for a description of
the properties and assets in which a security interest has been granted, the
nature and extent of the security and the guarantees, the terms and conditions
upon which the security interests and each guarantee were granted and the rights
of the holder of this Note in respect thereof.
Upon the occurrence of any one or more of the Events of Default, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable, all as provided in the Credit Agreement.
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All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.
Unless otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.
SIGHT RESOURCE CORPORATION
By:
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Name: Xxxx XxxXxxxxx
Title: Vice President, Finance and
Administration
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