Exhibit
10.2


 


POLY
IMPLANTS PROTHESES, S.A.


 


6.75%
REVOLVING PROMISSORY NOTE


 


March 30,
2004


 


Poly Implants Protheses, S.A. (the
“Company”), a French societe anonyme, promises to pay to III Acquisition Corp.,
a Delaware corporation (“III”) or its assigns (collectively, the “Holder”), at
the time described below, the principal sum of * * *.  The Company also promises to pay interest on the balance of that
principal sum which is unpaid from time to time at the rate of 6.75% per annum.


 


Concurrently herewith, the Company and III
are entering into an Amended and Restated Non-Exclusive Distribution Agreement
dated as of March 30, 2004 (the “Agreement”).  * * *


 


1.                                       The unpaid principal balance of the sum
evidenced by this Note will be due and payable, as follows:


 


(a)                                  Each time the III becomes obligated to make a
payment (an “Additional Payment”) to the Company under Section 4(c) of an
Amended and Restated Non-Exclusive Distribution Agreement dated March 30,
2004 (the “Distribution Agreement”) between the Company and III, (i) III will
not make the Additional Payment to the Company, and (ii) the outstanding
balance of the principal sum evidenced by this Note will be reduced by an
amount equal to the payment III was to have made to the Company.  This paragraph will constitute an assignment
by the Company to the Holder of the right to receive all the Additional
Payments from III until the principal sum evidenced by this Note has been paid
in full.  However, the reduction of the
principal sum evidenced by this Note will be effective whether or not III makes
the payment to the Holder.


 


(b)                                 If the Distribution Agreement is terminated
for any reason, including, but not limited to, because the products that are
the subject of the Distribution Agreement do not receive governmental approvals
that are required to permit them to be sold in the Territory described in the
Distribution Agreement, because III or the Company ceases or suspends the
operation of all facilities where III is selling or the Company is producing
the products that are the subject of the Distribution Agreement, the entire
balance of the principal sum evidenced by this Note will be due and payable on
the day the Distribution Agreement terminates.


 


2.                                       Interest will be payable on the first day of
January, April, August and October of each year (each an “Interest
Payment Date”), with the first interest payment to be made on the first
Interest Payment Date after the date of this Note, except that no interest
payment will be due on April 1, 2004.


 


3.                                       Each payment of principal or interest will be
made to the Holder by certified or bank cashier’s check or wire transfer, at
such address or to such account as the Holder specifies to the Company in
writing at least three business days before the payment is to be made.


 

















 


4.                                       Any payment of principal or interest which is
not made when it is due will bear interest from the day it is due until it is
paid at the rate which is 200 basis points higher than the interest rate in
effect on the day the payment is due, or such lower rate as is the maximum rate
permitted by law.


 


5.                                       The Company may at any time prepay all or any
portion of the outstanding balance of the principal sum evidenced by this Note,
provided that each prepayment must be at least $50,000, or such lesser amount
as is the entire principal sum which is outstanding immediately before the
prepayment.  Each prepayment of
principal will be accompanied by all accrued but unpaid interest on the
principal sum being prepaid.


 


6.                                       * * *


 


7.                                       Each of the following events will constitute
an Event of Default:


 


(a)                                  The Company fails to make any payment of
principal on or before the day on which it is due; or


 


(b)                                 The Company fails to make any payment of
interest within ten days after the day on which is it due; or


 


(c)                                  The Company defaults in any of its
obligations under this Note other than obligations described in subparagraphs
(a) and (b) and fails to cure that default within 30 days after a written
demand from the Holder that the Company do so; or


 


(d)                                 The Company, Heritage Worldwide, Inc., a
Delaware corporation (“HWWI”) or a significant subsidiary of either (as that
term is defined in Securities and Exchange Commission Regulation S-X) commences
a proceeding seeking relief as a debtor under any French, U.S. or other
insolvency law; or


 


(e)                                  An order is entered in a proceeding under any
French, U.S. or other insolvency law declaring the Company, HWWI or a
significant subsidiary of either to be insolvent or appointing a receiver or
similar official for substantially all the Company’s, HWWI’s or a significant
subsidiary’s properties, and that order is not dismissed within 90 days; or


 


(f)                                    Because of events of default, holders of
indebtedness of the Company for borrowed money aggregating $100,000 accelerate
the time when that indebtedness is due and payable.


 


8.                                       Upon the occurrence of an Event of Default,
the Holder may, by a notice to the Company given while the Event of Default is
continuing, declare the entire unpaid balance of the principal sum evidenced by
this Note and all accrued but unpaid interest to be due and payable, in which
event that principal balance and accrued but unpaid interest will be
immediately due and payable, except that if the Event of Default is of the type
described in subparagraph (d) or (e), the entire unpaid balance of the
principal sum evidenced by this Note and all accrued but unpaid interest will
be immediately due and payable when the Event of Default occurs, without
requiring any notice or other action by the Holder.


 


9.                                       No amendment of this Note, waiver of any
provision of this Note, or extension of the time by which the Company must make
any payment of principal or interest


 


2

















 


required by this
Note, will be effective unless it is made in writing by the Holder.  Any waiver or extension will be effective
only in the instance and for the purpose for which it is given.


 


10.                                 The remedies provided in this Note are
cumulative and are not exclusive of any other remedies provided by law.  The Company will pay on demand any expenses
(including reasonable attorneys fees and expenses) incurred by the Holder in
enforcing its rights under this Note.


 


11.                                 Any notice or other communication required or
permitted to be given under this Note must be in writing and will be deemed
given on the day when it is delivered in person or sent by facsimile (with
proof of receipt at the number to which it is required to be sent), or on the
third business day after the day on which it is mailed by first class mail from
within the United States of America, addressed (i) if to the Company, to the
Company’s principal executive offices and to the principal facsimile number at
those executive offices, Attention: President, or at such other address or
facsimile number as the Company may specify to the Holder in writing, and (ii)
if to the Holder, at the address or facsimile number specified by the Holder to
the Company in writing.


 


12.                                 This Note will be binding upon the Company
and its assigns, and will inure to the benefit of the Holder and the Holder’s
assigns.  This Note will be governed by,
and construed under, the laws of the State of Delaware in the United States of
America, without regard to principles of conflicts of laws that might apply the
laws of another jurisdiction.


 


13.                                 The Company agrees that any action or
proceeding to collect any principal or interest due under this Note or to
enforce any other provision of this Note may be brought in any state or federal
court sitting in Wilmington, Delaware in the United States of America, and the
Company (i) submits to the jurisdiction of each of those courts for the purpose
of any such action or proceeding, (ii) agrees not to seek to change the venue
of any such action or proceeding which is brought in any of those courts,
whether because of inconvenience of the forum or otherwise (but nothing in this
Paragraph will prevent a party from removing an action or proceeding from a
state court sitting in Wilmington, Delaware to a Federal court sitting in that
county), and (iii) agrees that process in any such action or proceeding may be
served by registered mail or in any other manner permitted by the rules of the
court in which the action or proceeding is
brought.                               .


 


IN WITNESS WHEREOF, the Company is executing
this Note on the date shown on the first page.


 


	
   

  	
  POLY IMPLANT PROTHESES, S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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