EXHIBIT 10.2
FORM OF NOTE
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR AN EXEMPTION THEREFROM UNDER THE ACT, THE RULES AND
REGULATIONS THEREUNDER AND APPLICABLE STATE LAWS. THE TRANSFER OF THIS NOTE IS
SUBJECT TO THE CONDITIONS AND RESTRICTIONS SPECIFIED IN THE NOTE PURCHASE AND
SECURITY AGREEMENT DATED AS OF MARCH 7, 2003 BY AND AMONG THE COMPANY AND THE
PURCHASERS PARTY THERETO. EACH HOLDER HEREOF BY VIRTUE OF HOLDING THIS NOTE,
SHALL COMPLY WITH, AND BE DEEMED TO HAVE AGREED TO COMPLY WITH SUCH CONDITIONS
AND RESTRICTIONS.
PERFECT LINE, INC.
SECURED BRIDGE NOTE DUE DECEMBER 31, 2003
No. ___ Issued: March 7, 2003
Matures: December 31, 2003
FOR VALUE RECEIVED, the undersigned, PERFECT LINE, INC., an Indiana
corporation (the "Company"), hereby promises to pay to
_______________________________ (the "Holder") or assigns, the principal sum of
_________________________ DOLLARS of the United States of America on December
31, 2003 (minus any portion of such principal amount prepaid prior to such
date), together with interest on the unpaid principal balance existing from time
to time prior to maturity at a per month rate equal to One Percent (1.0%),
together with reasonable attorneys' fees and other costs incurred in collecting
or enforcing payment hereof and without relief from valuation and appraisement
laws. Capitalized terms used but not defined herein have the respective meanings
given to such terms in the Note Purchase Agreement referenced below.
Such interest shall be paid on actual daily balances of outstanding
principal for the exact number of days such principal remains outstanding and
shall be computed on the basis of a thirty (30) day month unless the month has
thirty-one (31) days in which case it will be computed on the basis of a
thirty-one day month.
Principal and interest under this Note shall be due and payable as follows:
1. Interest on the unpaid principal balance under this Note shall be due
and payable in arrears on the first business day of each month, commencing April
1, 2003; and
2. the entire unpaid balance of principal and all accrued and unpaid
interest, shall be due and payable on December 31, 2003.
If any installment of principal or interest under this Note is payable on a
day other than a business day, the maturity of such installment shall be
extended to the next succeeding business day, but interest shall be payable
during such extension of maturity.
Maker may prepay the principal amount of this Note, in whole or in part, at
any time and from time to time, without premium or penalty.
Payments of principal of, and interest on this Note are to be made in
lawful money of the United States of America at ___________________________, or
such other place as the Holder may designate in writing.
This Note is one of the Notes (the "Notes") issued pursuant to the Note
Purchase and Security Agreement, dated as of March 7, 2003 (as from time to time
amended, the "Note Purchase Agreement"), among the Company and the several
Purchasers named therein and is entitled to the benefits thereof including the
grant of a security interest in certain assets of the Company pursuant to
Article 9 of the Note Purchase Agreement. Each holder of this Note will be
deemed, by its acceptance hereof, to have made the representations and
agreements set forth in Section 5.2 and 5.4 of the Note Purchase Agreement.
If an Event of Default, as defined in the Note Purchase Agreement, occurs
and is continuing, the principal of this Note may be declared or otherwise
become due and payable in the manner, and with the effect provided in the Note
Purchase Agreement.
The Company and all endorsers, guarantors, sureties, accommodation parties
hereof and all other parties liable or to become liable for all or any part of
this indebtedness, severally waive presentment for payment, notice of dishonor,
protest, notice of protest, and notice of nonpayment of this Note and expressly
agree that this Note and any payment coming due under it may be extended or
otherwise modified from time to time without in any way affecting their
liability hereunder.
Notice of acceptance of this Note is hereby waived.
This Note and the Note Purchase Agreement and all issues hereunder and
thereunder shall be governed by and construed in accordance with the internal
laws of the State of Indiana
PERFECT LINE, INC.
By : ___________________________
Xxxxxxx X. Xxxxxxxxx
Chairman and Chief Executive Officer
For good and valuable consideration received, and in consideration of all
loans, advances or other financial accommodations made or afforded to Perfect
Line, Inc. by the holder of this Note pursuant to this Note and the Note
Purchase Agreement (collectively, the "Obligations"), the undersigned hereby
absolutely and unconditionally guarantees the full and prompt payment and
performance of the Obligations when due, whether by acceleration or otherwise.
INTERACTIVE MOTORSPORTS AND ENTERTAINMENT CORP.
By:
-----------------------------------------
Xxxxxxx X. Xxxxxxxxx
Chairman and Chief Executive Officer
FORM OF NOTE
SCHEDULE IDENTIFYING MATERIAL DETAILS
Note No. Amount Holder
-------- ------ ------
1 $500,000 Ropart Asset Management Fund, LLC
2 $100,000 Tampa Bay Financial, Inc.
3 $50,000 Xxxxxxx X. Xxxxxxxxx
4 $50,000 Xxxx Xxxxxx