EXHIBIT 10.2
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MASTER NOTE BANKBOSTON RETAIL FINANCE INC.
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Boston, Massachusetts Date: December 30, 1997
FOR VALUE RECEIVED, the undersigned Tekno Comix, Inc. (the "Borrower"),
promises to pay to the order of BANKBOSTON RETAIL FINANCE INC. a Delaware
corporation at its principal office at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
(hereinafter, with any subsequent holder, the "Lender") the aggregate unpaid
principal balance of loans and advances made by the Lender to the Borrower
pursuant to the Revolving Credit established pursuant to the Loan and Security
Agreement (as such may be amended hereafter, the "Loan Agreement") between the
Lender and the Borrower, with interest, at the rate and payable in the manner,
stated therein.
This is the "Master Note" to which reference is made in the Loan
Agreement, and is subject to all terms and provisions thereof. The principal of,
and interest on, this Note shall be payable as provided in the Loan Agreement
and shall be subject to acceleration as provided therein.
The Lender's books and records concerning the Lender's loans and
advances pursuant to the Revolving Credit, the accrual of interest thereon, and
the repayment of such loans and advances, shall be prima facie evidence of the
indebtedness to the Lender hereunder.
No delay or omission by the Lender in exercising or enforcing any of
the Lender's powers, rights, privileges, remedies, or discretions hereunder
shall operate as a waiver thereof on that occasion nor on any other occasion. No
waiver of any default hereunder shall operate as a waiver of any other default
hereunder, nor as a continuing waiver, unless stated therein.
The Borrower, and each endorser and guarantor of this Note,
respectively waives presentment, demand, notice, and protest, and also waives
any delay on the part of the holder hereof. Each assents to any extension or
other indulgence (including, without limitation, the release or substitution of
collateral) permitted by the Lender with respect to this Note and/or any
collateral given to secure this Note or any extension or other indulgence with
respect to any other liability or any collateral given to secure any other
liability of the Borrower or any other person obligated on account of this Note.
This Note shall be binding upon the Borrower, and each endorser and
guarantor hereof, and upon their respective heirs, successors, assigns, and
representatives, and shall inure to the benefit of the Lender and its
successors, endorsees, and assigns.
The liabilities of the Borrower, and of any endorser or guarantor of
this Note, are joint and several; provided, however, the release by the Lender
or any one or more such person, endorser or guarantor shall not release any
other person obligated on account of this Note. Each reference in this Note to
the Borrower, any endorser, and any guarantor, is to such person individually
and also to all such persons jointly. No person obligated on account of this
Note may seek contribution from any other person also obligated unless and until
all liabilities, obligations and indebtedness to the Lender of the person from
whom contribution is sought have been satisfied in full.
The Borrower and each endorser and guarantor hereof each authorizes the
Lender to complete this Note if delivered incomplete in any respect.
This Note is delivered to the Lender at the principal offices of the
Lender in Boston, Massachusetts, shall be governed by the laws of The
Commonwealth of Massachusetts, and shall take effect as a sealed instrument.
The Borrower makes the following waiver knowingly, voluntarily, and
intentionally, and understands that the Lender, in the establishment and
maintenance of the Lender's relationship with the Borrower contemplated by the
within Note, is relying thereon., THE BORROWER, TO THE EXTENT ENTITLED THERETO,
WAIVES ANY PRESENT OR FUTURE RIGHT OF THE BORROWER, OR OF ANY GUARANTOR OR
ENDORSER OF THE BORROWER OR OF ANY OTHER PERSON LIABLE TO THE LENDER ON ACCOUNT
OF OR IN RESPECT TO THE LIABILITIES, TO A TRIAL BY JURY IN ANY CASE OR
CONTROVERSY IN WHICH THE LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR
CONTROVERSY IS INITIATED BY OR AGAINST THE LENDER OR IN WHICH THE LENDER IS
JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN
RESPECT TO, ANY RELATIONSHIP AMONGST OR BETWEEN THE BORROWER, ANY SUCH PERSON,
AND THE LENDER.
Tekno Comix, Inc. ("Borrower")
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx, Chief Financial
Officer, duly authorized
