exh10-2_note.htm


     

    
      

      

    

     

     

     

     

     

     

     

     

     

     

    EXHIBIT 10.2

     

    PROMISSORY NOTE TO M&W FIBERGLASS, LLC

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    UNSECURED
PROMISSORY NOTE

     

    
      	
              $1,120,328.35

            	 
      	
              December
      31, 2008

            
	 
      	 
      	 
      


    

    


    FOR VALUE
RECEIVED, ADVANCED FIBERGLASS TECHNOLOGIES, INC., a Wisconsin corporation
(herein called “Maker”), promises to pay to the order of M & W FIBERGLASS,
LLC (herein together with all subsequent permitted holders of this Note
collectively called “Payee”), in Wisconsin Rapids, Wood County, Wisconsin, the
principal sum of One Million One Hundred Twenty Thousand Three Hundred
Twenty-eight and Thirty-five Hundredths Dollars ($1,120,328.35) (“Principal
Amount”) subject to the terms and conditions set forth below.

     

    1.  Payment.  The
outstanding principal amount of this Note shall bear interest at the LIBOR Rate
(as defined herein) as of the date hereof plus two and seventy-five hundredths
percent (2.75%) per annum payable in quarterly installments of principal and
interest amortized over a period of fifteen years with the unpaid principal
balance due and payable with interest on the seventh (7th)
anniversary of the date hereof.  For purposes of this Note, “LIBOR
Rate” shall mean the one-year London Interbank Offered Rate determined using
customary quotation services.

     

    2.  Prepayment.  Maker
shall be entitled to prepay all or any part of the principal of this Note at any
time or from time to time prior to maturity without premium or
penalty.  All prepayments by Maker shall be applied first to the then
outstanding principal amount of this Note until paid in full and then to the
interest thereon.

     

    3.  Unsecured
Obligation.  The payment of principal and interest on this Note
is an unsecured obligation of Maker.

     

    4.  Place of
Payment.  All payments of principal and interest hereunder
shall be made to Payee at: 4400 Commerce Drive, Wisconsin Rapids, Wisconsin or
at such other address, as Payee may from time to time designate in writing to
Maker.

     

    5.  No Waiver of
Right.  Payee’s partial or complete exercise, delay, or failure
to exercise any of the options, rights, or powers granted to Payee hereunder
shall not constitute a waiver of the right to exercise the same or any other
option, right, or power at any subsequent time.  Any rights or options
of Payee hereunder shall not be affected by any renewal or extension in the time
of payment hereof, or by the acceptance in advance of due date of any payment
hereunder, or by any acceptance of a payment hereunder that is less than payment
in full of all amounts due and payable at the time of such payment regardless of
the number of such renewals, extensions, releases changes, or
acceptances.

     

    6.  Waiver of
Notice.  Maker waives presentment and demand for payment,
protest, and notice of protest, and nonpayment.

     

    7.  Amendment.  None of
the terms or provisions of this Note may be waived, altered, modified or amended
except as Maker and Payee may consent thereto in writing.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    8.  Laws
Governing.  This Note shall be governed by and construed in
accordance with the laws of the State of Wisconsin in all respects, including
matters of construction, validity, and performance.  This Note is
intended to be performed in accordance with, and only to the extent permitted
by, such laws.  If any provision of this Note or the application
thereof to any person or circumstance shall, for any reason and to any extent,
be invalid or unenforceable, neither the remainder of this Note nor the
application of such provision to any other person or circumstance shall be
affected thereby, but rather same shall be enforced to the greatest extent
permitted by law.

     

    9.  Headings.  The
titles and headings of paragraphs are included for convenience of reference only
and are not to be considered in construing the provisions of this
Note.

     

    


    EXECUTED
AND EFFECTIVE this 31st day of
December, 2008.

     

    
      
        
          
            
              
                	 	 	 
	 	Maker: 	 
	 	 	 
	 	ADVANCED
      FIBERGLASS TECHNOLOGIES, INC.	 
	 	 	 	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	 	 
	 	 	Jeffrey
      Keuntjes 	 
	 	 	Controller	 
	 	 	 	 


              

            

          

        

      

    

     

     

     

     

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