exv4w21





EXHIBIT 4.21




	 	 	 
	

	 	Master Revolving Note

LIBOR-based Rate/Prime Referenced Rate

Maturity Date (Business and Commercial Loans Only)






	 	 	 	 	 
	AMOUNT

	 	NOTE DATE
	 	MATURITY DATE
	 
	 	 	 	 
	 $6,000,000

	 	November 16, 2010
	 	November 1, 2012






On or before the Maturity Date set forth above, FOR VALUE RECEIVED, the undersigned promise(s) to
pay to the order of COMERICA BANK (herein called “Bank”), at any office of the Bank in the State of
Michigan, the principal sum of SIX MILLION DOLLARS ($6,000,000), or so much of said sum as has been
advanced and is then outstanding under this Note, together with interest thereon as hereinafter set
forth.



This Note is a note under which advances, repayments and re-advances may be made from time to time,
subject to the terms and conditions of this Note. AT NO TIME SHALL THE BANK BE UNDER ANY OBLIGATION
TO MAKE ANY ADVANCES TO THE UNDERSIGNED PURSUANT TO THIS NOTE (NOTWITHSTANDING ANYTHING EXPRESSED
OR IMPLIED IN THIS NOTE OR ELSEWHERE TO THE CONTRARY, INCLUDING, WITHOUT LIMIT, IF THE BANK
SUPPLIES THE UNDERSIGNED WITH A BORROWING FORMULA) FOLLOWING THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY DEFAULT (OR EVENT WHICH WITH THE GIVING OF NOTICE OR THE PASSAGE OF TIME WOULD
CONSTITUTE A DEFAULT) HAS OCCURRED AND IS CONTINUING AND THE BANK, AT ANY TIME AND FROM TIME TO
TIME FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY DEFAULT (OR EVENT WHICH WITH THE
GIVING OF NOTICE OR THE PASSAGE OF TIME WOULD CONSTITUTE A DEFAULT) HAS OCCURRED AND IS CONTINUING,
WITHOUT NOTICE, AND IN ITS SOLE DISCRETION, MAY REFUSE TO MAKE ADVANCES TO THE UNDERSIGNED WITHOUT
INCURRING ANY LIABILITY DUE TO THIS REFUSAL AND WITHOUT AFFECTING THE UNDERSIGNED’S LIABILITY UNDER
THIS NOTE FOR ANY AND ALL AMOUNTS ADVANCED.



Subject to the terms and conditions of this Note, each of the Advances made hereunder shall bear
interest at the LIBOR-based Rate plus the Applicable Margin or the Prime Referenced Rate plus the
Applicable Margin, as elected by the undersigned or as otherwise determined under this Note;
provided, however, undersigned may only elect the Prime Referenced Rate if the LIBOR-based Rate is
not available as an Applicable Interest Rate under the terms of this Note.



Accrued and unpaid interest on the unpaid balance of each outstanding Advance hereunder shall be
payable monthly, in arrears, on the first Business Day of each month, until maturity (whether as
stated herein, by acceleration, or otherwise). Interest accruing on the basis of the Prime
Referenced Rate shall be computed on the basis of a year of 360 days, and shall be assessed for the
actual number of days elapsed, and in such computation, effect shall be given to any change in the
Applicable Interest Rate as a result of any change in the Prime Referenced Rate on the date of each
such change. Interest accruing on the basis of the LIBOR-based Rate shall be computed on the basis
of a 360 day year and shall be assessed for the actual number of days elapsed from the first day of
the Interest Period applicable thereto but not including the last day thereof.



From and after the occurrence of any Default hereunder, and so long as any such Default remains
unremedied or uncured thereafter, the Indebtedness outstanding under this Note shall bear interest
at a per annum rate of three percent (3%) above the otherwise Applicable Interest Rate(s), which
interest shall be payable upon demand. In addition to the foregoing, a late payment charge equal to
five percent (5%) of each late payment hereunder may be charged on any payment not received by Bank
within ten (10) calendar days after the payment due date therefor, but acceptance of payment of any
such charge shall not constitute a waiver of any Default hereunder.



In no event shall the interest payable under this Note at any time exceed the maximum rate
permitted by law.



The amount and date of each Advance, its Applicable Interest Rate, its Interest Period, if
applicable, and the amount and date of any repayment shall be noted on Bank’s records, which
records shall be conclusive evidence thereof, absent manifest error; provided, however, any failure
by Bank to make any such notation, or any error in any such notation, shall not relieve the
undersigned of its/their obligations to repay Bank all amounts payable by the undersigned to Bank
under or pursuant to this Note, when due in accordance with the terms hereof.


 


 









 





The undersigned may request an Advance hereunder, including the refunding of an outstanding Advance
as the same type of Advance or the conversion of an outstanding Advance to another type of
Advance, upon the delivery to Bank of a Request for Advance executed by the undersigned, subject to
the following: (a) no Default, or any condition or event
which, with the giving of notice or the running of time, or both, would constitute a Default, shall
have occurred and be continuing or exist under this Note; (b) each such Request for Advance shall
set forth the information required on the Request for Advance form annexed hereto as Exhibit “A”;
(c) each such Request for Advance shall be delivered to Bank by 11:00 a.m. (Detroit, Michigan time)
on the proposed date of the requested Advance; (d) the principal amount of each LIBOR-based Advance
shall be at least Two Hundred Fifty Thousand Dollars ($250,000.00) (or such lesser amount as is
acceptable to Bank in its sole discretion); (e) the proposed date of any refunding of any
outstanding LIBOR-based Advance as another LIBOR-based Advance or the conversion of any outstanding
LIBOR-based Advance to another type of Advance shall only be on the last day of the Interest Period
applicable to such outstanding LIBOR-based Advance; (f) after giving effect to such Advance, the
aggregate unpaid principal amount of Advances outstanding under this Note shall not exceed the face
amount of this Note; and (g) a Request for Advance, once delivered to Bank, shall not be revocable
by the undersigned.



Advances hereunder may be requested in the undersigned’s discretion by telephonic notice to Bank.
Any Advance requested by telephonic notice shall be confirmed by the undersigned that same day by
submission to Bank, either by first class mail, facsimile or other means of delivery acceptable to
Bank, of the written Request for Advance aforementioned. The undersigned acknowledge(s) that if
Bank makes an Advance based on a telephonic request, it shall be for the undersigned’s convenience
and all risks involved in the use of such procedure shall be borne by the undersigned, and the
undersigned expressly agree(s) to indemnify and hold Bank harmless therefor. Bank shall have no
duty to confirm the authority of anyone requesting an Advance by telephone.



If, as to any outstanding LIBOR-based Advance, Bank shall not receive a timely Request for Advance,
or telephonic notice, in accordance with the foregoing requesting the refunding or continuation of
such Advance as another LIBOR-based Advance for a specified Interest Period or the conversion of
such Advance to a Prime-based Advance, effective as of the last day of the Interest Period
applicable to such outstanding LIBOR-based Advance, and as of the last day of each succeeding
Interest Period, the principal amount of such Advance which is not then repaid shall be
automatically refunded or continued as a LIBOR-based Advance having an Interest Period equal to the
same period of time as the Interest Period then ending for such outstanding LIBOR-based Advance,
unless the undersigned is/are not entitled to request LIBOR-based Advances hereunder or otherwise
elect the LIBOR-based Rate as the basis for the Applicable Interest Rate for the principal
Indebtedness outstanding hereunder in accordance with the terms of this Note, or the LIBOR-based
Rate is not otherwise available to the undersigned as the basis for the Applicable Interest Rate
hereunder for the principal Indebtedness outstanding hereunder in accordance with the terms of this
Note, in which case, the Prime Referenced Rate plus the Applicable Margin shall be the Applicable
Interest Rate hereunder in respect of such Indebtedness for such period, subject in all respects to
the terms and conditions of this Note. The foregoing shall not in any way whatsoever limit or
otherwise affect any of Bank’s rights or remedies under this Note upon the occurrence of any
Default hereunder, or any condition or event which, with the giving of notice or the running of
time, or both, would constitute a Default.



Subject to the definition of an “Interest Period” hereunder, in the event that any payment under
this Note becomes due and payable on any day which is not a Business Day, the due date thereof
shall be extended to the next succeeding Business Day, and, to the extent applicable, interest
shall continue to accrue and be payable thereon during such extension at the rates set forth in
this Note.



All payments to be made by the undersigned to Bank under or pursuant to this Note shall be in
immediately available United States funds, without setoff or counterclaim, and in the event that
any payments submitted hereunder are in funds not available until collected, said payments shall
continue to bear interest until collected.



If the undersigned make(s) any payment of principal with respect to any LIBOR-based Advance on any
day other than the last day of the Interest Period applicable thereto (whether voluntarily, by
acceleration, required payment or otherwise), or if the undersigned fail(s) to borrow any
LIBOR-based Advance after notice has been given by the undersigned (or any of them) to Bank in
accordance with the terms of this Note requesting such Advance, or if the undersigned fail(s) to
make any payment of principal or interest in respect of a LIBOR-based Advance when due, the
undersigned shall reimburse Bank, on demand, for any resulting loss, cost or expense incurred by
Bank as a result thereof, including, without limitation, any such loss, cost or expense incurred in
obtaining, liquidating, employing or redeploying deposits from third parties, whether or not Bank
shall have funded or committed to fund such Advance. Such amount payable by the undersigned to
Bank may include, without limitation, an amount equal to the excess, if any, of (a) the amount of
interest which would have accrued on the amount so prepaid, or not so borrowed, refunded or
converted, for the period from the date of such prepayment or of such failure to borrow, refund or
convert, through the last day of the relevant Interest Period, at the applicable rate of interest
for said Advance(s) provided under this Note, over (b) the amount of interest (as reasonably


 


2









 





determined by Bank) which would have accrued to Bank on such amount by placing such amount on
deposit for a comparable period with leading banks in the interbank eurodollar market. Calculation
of any amounts payable to Bank
under this paragraph shall be made as though Bank shall have actually funded or committed to fund
the relevant LIBOR-based Advance through the purchase of an underlying deposit in an amount equal
to the amount of such Advance and having a maturity comparable to the relevant Interest Period;
provided, however, that Bank may fund any LIBOR-based Advance in any manner it deems fit and the
foregoing assumptions shall be utilized only for the purpose of the calculation of amounts payable
under this paragraph. Upon the written request of the undersigned, Bank shall deliver to the
undersigned a certificate setting forth the basis for determining such losses, costs and expenses,
which certificate shall be conclusively presumed correct, absent manifest error. The undersigned
may prepay all or part of the outstanding balance of any Prime-based Advance under this Note or any
Indebtedness hereunder which is bearing interest based upon the Prime Referenced Rate at any such
time without premium or penalty. Any prepayment hereunder shall also be accompanied by the payment
of all accrued and unpaid interest on the amount so prepaid.



For any LIBOR-based Advance, if Bank shall designate a LIBOR Lending Office which maintains books
separate from those of the rest of Bank, Bank shall have the option of maintaining and carrying
such Advance on the books of such LIBOR Lending Office.



If, at any time, Bank determines that, (a) Bank is unable to determine or ascertain the LIBOR-based
Rate, or (b) by reason of circumstances affecting the foreign exchange and interbank markets
generally, deposits in eurodollars in the applicable amounts or for the relative maturities are not
being offered to Bank for any applicable Advance or Interest Period, or (c) the LIBOR-based Rate
plus the Applicable Margin will not accurately or fairly cover or reflect the cost to Bank of
maintaining any of the Indebtedness under this Note based upon the LIBOR-based Rate, then Bank
shall forthwith give notice thereof to the undersigned. Thereafter, until Bank notifies the
undersigned that such conditions or circumstances no longer exist, the right of the undersigned to
request a LIBOR-based Advance and to convert an Advance to or refund an Advance as a LIBOR-based
Advance shall be suspended, and the Prime Referenced Rate plus the Applicable Margin shall be the
Applicable Interest Rate for all Indebtedness hereunder during such period of time.



If, after the date hereof, the introduction of, or any change in, any applicable law, rule or
regulation or in the interpretation or administration thereof by any governmental authority charged
with the interpretation or administration thereof, or compliance by Bank (or its LIBOR Lending
Office) with any request or directive (whether or not having the force of law) of any such
authority, shall make it unlawful or impossible for the Bank (or its LIBOR Lending Office) to make
or maintain any Advance with interest based upon the LIBOR-based Rate, Bank shall forthwith give
notice thereof to the undersigned. Thereafter, (a) until Bank notifies the undersigned that such
conditions or circumstances no longer exist, the right of the undersigned to request a LIBOR-based
Advance and to convert an Advance to or refund an Advance as a LIBOR-based Advance shall be
suspended, and thereafter, the undersigned may select only the Prime Referenced Rate plus the
Applicable Margin as the Applicable Interest Rate for the Indebtedness hereunder, and (b) if Bank
may not lawfully continue to maintain an outstanding LIBOR-based Advance to the end of the then
current Interest Period applicable thereto, the Prime Referenced Rate plus the Applicable Margin
shall be the Applicable Interest Rate for the remainder of such Interest Period with respect to
such outstanding Advance.



If the adoption after the date hereof, or any change after the date hereof in, any applicable law,
rule or regulation (whether domestic or foreign) of any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or compliance by Bank
(or its LIBOR Lending Office) with any request or directive (whether or not having the force of
law) made by any such authority, central bank or comparable agency after the date hereof: (a) shall
subject Bank (or its LIBOR Lending Office) to any tax, duty or other charge with respect to this
Note or any Indebtedness hereunder, or shall change the basis of taxation of payments to Bank (or
its LIBOR Lending Office) of the principal of or interest under this Note or any other amounts due
under this Note in respect thereof (except for changes in the rate of tax on the overall net income
of Bank or its LIBOR Lending Office imposed by the jurisdiction in which Bank’s principal executive
office or LIBOR Lending Office is located); or (b) shall impose, modify or deem applicable any
reserve (including, without limitation, any imposed by the Board of Governors of the Federal
Reserve System), special deposit or similar requirement against assets of, deposits with or for the
account of, or credit extended by Bank (or its LIBOR Lending Office), or shall impose on Bank (or
its LIBOR Lending Office) or the foreign exchange and interbank markets any other condition
affecting this Note or the Indebtedness hereunder; and the result of any of the foregoing is to
increase the cost to Bank of maintaining any part of the Indebtedness hereunder or to reduce the
amount of any sum received or receivable by Bank under this Note by an amount deemed by the Bank to
be material, then the undersigned shall pay to Bank, within fifteen (15) days of the undersigned’s
receipt of written notice from Bank demanding such compensation, such additional amount or amounts
as will compensate Bank for such increased cost or reduction. A certificate of Bank, prepared in
good faith and in reasonable detail by Bank and submitted by Bank to the undersigned, setting forth
the basis for determining such additional amount or amounts necessary to compensate Bank shall be
conclusive and binding for all purposes, absent manifest error.


 


3









 





In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now
or hereafter in effect and whether or not presently applicable to Bank, or any interpretation or
administration thereof by any governmental authority charged with the interpretation or
administration thereof, or compliance by Bank with any guideline, request or directive of any such
authority (whether or not having the force of law), including any risk-based capital guidelines,
affects or would affect the amount of capital required or expected to be maintained by Bank (or any
corporation controlling Bank), and Bank determines that the amount of such capital is increased by
or based upon the existence of any obligations of Bank hereunder or the maintaining of any
Indebtedness hereunder, and such increase has the effect of reducing the rate of return on Bank’s
(or such controlling corporation’s) capital as a consequence of such obligations or the maintaining
of such Indebtedness hereunder to a level below that which Bank (or such controlling corporation)
could have achieved but for such circumstances (taking into consideration its policies with respect
to capital adequacy), then the undersigned shall pay to Bank, within fifteen (15) days of the
undersigned’s receipt of written notice from Bank demanding such compensation, additional amounts
as are sufficient to compensate Bank (or such controlling corporation) for any increase in the
amount of capital and reduced rate of return which Bank reasonably determines to be allocable to
the existence of any obligations of the Bank hereunder or to maintaining any Indebtedness
hereunder. A certificate of Bank as to the amount of such compensation, prepared in good faith and
in reasonable detail by the Bank and submitted by Bank to the undersigned, shall be conclusive and
binding for all purposes absent manifest error.



This Note and any other indebtedness and liabilities of any kind of the undersigned (or any of
them) to the Bank, and any and all modifications, renewals or extensions of it, whether joint or
several, contingent or absolute, now existing or later arising, and however evidenced and whether
incurred voluntarily or involuntarily, known or unknown, or originally payable to the Bank or to a
third party and subsequently acquired by Bank including, without limitation, any late charges; loan
fees or charges; overdraft indebtedness; costs incurred by Bank in establishing, determining,
continuing or defending the validity or priority of any security interest, pledge or other lien or
in pursuing any of its rights or remedies under any loan document (or otherwise) or in connection
with any proceeding involving the Bank as a result of any financial accommodation to the
undersigned (or any of them); and reasonable costs and expenses of attorneys and paralegals,
whether inside or outside counsel is used, and whether any suit or other action is instituted, and
to court costs if suit or action is instituted, and whether any such fees, costs or expenses are
incurred at the trial court level or on appeal, in bankruptcy, in administrative proceedings, in
probate proceedings or otherwise (collectively “Indebtedness”) are secured by and the Bank is
granted a security interest in and lien upon all items deposited in any account of any of the
undersigned with the Bank and by all proceeds of these items (cash or otherwise), all account
balances of any of the undersigned from time to time with the Bank, by all property of any of the
undersigned from time to time in the possession of the Bank and by any other collateral, rights and
properties described in each and every deed of trust, mortgage, security agreement, pledge,
assignment and other security or collateral agreement which has been, or will at any time(s) later
be, executed by any (or all) of the undersigned to or for the benefit of the Bank (collectively
“Collateral”). Notwithstanding the above, (i) to the extent that any portion of the Indebtedness is
a consumer loan, that portion shall not be secured by any deed of trust or mortgage on or other
security interest in any of the undersigned’s principal dwelling or in any of the undersigned’s
real property which is not a purchase money security interest as to that portion, unless expressly
provided to the contrary in another place, or (ii) if the undersigned (or any of them) has (have)
given or give(s) Bank a deed of trust or mortgage covering California real property, that deed of
trust or mortgage shall not secure this Note or any other indebtedness of the undersigned (or any
of them), unless expressly provided to the contrary in another place, or (iii) if the undersigned
(or any of them) has (have) given or give(s) the Bank a deed of trust or mortgage covering real
property which, under Texas law, constitutes the homestead of such person, that deed of trust or
mortgage shall not secure this Note or any other indebtedness of the undersigned (or any of them)
unless expressly provided to the contrary in another place.



Upon the occurrence of any Event of Default (under and as defined in the Credit Agreement) (each a
“Default”), Bank may, at its option and without prior notice to the undersigned (or any of them),
declare any or all of the Indebtedness to be immediately due and payable (notwithstanding any
provisions contained in the evidence of it to the contrary), sell or liquidate all or any portion
of the Collateral, set off against the Indebtedness any amounts owing by the Bank to the
undersigned (or any of them), charge interest at the default rate provided in the document
evidencing the relevant Indebtedness and exercise any one or more of the rights and remedies
granted to the Bank by any agreement with the undersigned (or any of them) or given to it under
applicable law.


 


4









 





The undersigned authorize(s) the Bank to charge any account(s) of the undersigned (or any of them)
with the Bank for any and all sums due hereunder when due; provided, however, that such
authorization shall not affect any of the undersigned’s obligation to pay to the Bank all amounts
when due, whether or not any such account balances that are maintained by the undersigned with the
Bank are insufficient to pay to the Bank any amounts when due, and to the extent that are
insufficient to pay to the Bank all such amounts, the undersigned shall remain liable for any
deficiencies until paid in full.



If this Note is signed by two or more parties (whether by all as makers or by one or more as an
accommodation party or otherwise), the obligations and undertakings under this Note shall be that
of all and any two or more jointly and also of each severally. This Note shall bind the
undersigned, and the undersigned’s respective heirs, personal representatives, successors and
assigns.



The undersigned waive(s) presentment, demand, protest, notice of dishonor, notice of demand or
intent to demand, notice of acceleration or intent to accelerate, and all other notices, and
agree(s) that no extension or indulgence to the undersigned (or any of them) or release,
substitution or nonenforcement of any security, or release or substitution of any of the
undersigned, any guarantor or any other party, whether with or without notice, shall affect the
obligations of any of the undersigned. The undersigned waive(s) all defenses or right to discharge
available under Section 3-605 of the Michigan Uniform Commercial Code and waive(s) all other
suretyship defenses or right to discharge. The undersigned agree(s) that the Bank has the right to
sell, assign, or grant participations or any interest in, any or all of the Indebtedness, and that,
in connection with this right, but without limiting its ability to make other disclosures to the
full extent allowable, the Bank may disclose all documents and information which the Bank now or
later has relating to the undersigned or the Indebtedness. The undersigned agree(s) that the Bank
may provide information relating to this Note or relating to the undersigned to the Bank’s parent,
affiliates, subsidiaries and service providers.



The undersigned agree(s) to reimburse Bank, or any other holder or owner of this Note, for any and
all costs and expenses (including, without limit, court costs, legal expenses and reasonable
attorneys’ fees, whether inside or outside counsel is used, whether or not suit is instituted, and,
if suit is instituted, whether at the trial court level, appellate level, in a bankruptcy, probate
or administrative proceeding or otherwise) incurred in collecting or attempting to collect this
Note or the Indebtedness or incurred in any other matter or proceeding relating to this Note or the
Indebtedness.



The undersigned acknowledge(s) and agree(s) that there are no contrary agreements, oral or written,
establishing a term of this Note and agree(s) that the terms and conditions of this Note may not be
amended, waived or modified except in a writing signed by an officer of the Bank expressly stating
that the writing constitutes an amendment, waiver or modification of the terms of this Note. As
used in this Note, the word “undersigned” means, individually and collectively, each maker,
accommodation party, endorser and other party signing this Note in a similar capacity. If any
provision of this Note is unenforceable in whole or part for any reason, the remaining provisions
shall continue to be effective. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF MICHIGAN, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.



For the purposes of this Note, the following terms have the following meanings:



“Advance” means a borrowing requested by the undersigned and made by Bank under this Note,
including any refunding of an outstanding Advance as the same type of Advance or the conversion of
any such outstanding Advance to another type of Advance, and shall include a LIBOR-based Advance
and a Prime-based Advance.



“Applicable Interest Rate” means the LIBOR-based Rate plus the Applicable Margin or the Prime
Referenced Rate plus the Applicable Margin, as selected by the undersigned from time to time or as
otherwise determined in accordance with the terms and conditions of this Note.



“Applicable Margin” means:




	(a)	 	in respect of the LIBOR—based Rate, two and thirty five one hundredths percent (2.35%) per
annum; and

	 
	(b)	 	in respect of the Prime Referenced Rate, zero percent (0%) per annum.






“Business Day” means any day, other than a Saturday, Sunday or any other day designated as a
holiday under Federal or applicable State statute or regulation, on which Bank is open for all or
substantially all of its domestic and international business (including dealings in foreign
exchange) in Detroit, Michigan, and, in respect of notices and determinations relating to
LIBOR-based Advances, the LIBOR-based Rate and the Daily Adjusting LIBOR Rate, also a day on which
dealings in dollar deposits are also carried on in the London interbank market and on which banks
are open for business in London, England.


 


5









 





“Credit Agreement” shall mean the Amended and Restated Credit Agreement dated November 16, 2010
between undersigned and Bank, as the same may be amended or modified from time to time.



“Daily Adjusting LIBOR Rate” means, for any day, a per annum interest rate which is equal to the
quotient of the following:




	(a)	 	for any day, the per annum rate of interest determined on the basis of the rate for deposits
in United States Dollars for a period equal to one (1) month appearing on Page BBAM of the
Bloomberg Financial Markets Information Service as of 11:00 a.m. (Detroit, Michigan time) (or
as soon thereafter as practical) on such day, or if such day is not a Business Day, on the
immediately preceding Business Day. In the event that such rate does not appear on Page BBAM
of the Bloomberg Financial Markets Information Service (or otherwise on such Service) on any
day, the “Daily Adjusting LIBOR Rate” for such day shall be determined by reference to such
other publicly available service for displaying eurodollar rates as may be reasonably selected
by Bank, or, in the absence of such other service, the “Daily Adjusting LIBOR Rate” for such
day shall, instead, be determined based upon the average of the rates at which Bank is offered
dollar deposits at or about 11:00 a.m. (Detroit, Michigan time) (or as soon thereafter as
practical), on such day, or if such day is not a Business Day, on the immediately preceding
Business Day, in the interbank eurodollar market in an amount comparable to the applicable
principal amount of Indebtedness hereunder and for a period equal to one (1) month;







divided by




	(b)	 	1.00 minus the maximum rate (expressed as a decimal) on such day at which Bank is required to
maintain reserves on “Euro-currency Liabilities” as defined in and pursuant to Regulation D of
the Board of Governors of the Federal Reserve System or, if such regulation or definition is
modified, and as long as Bank is required to maintain reserves against a category of
liabilities which includes eurodollar deposits or includes a category of assets which includes
eurodollar loans, the rate at which such reserves are required to be maintained on such
category.






“Interest Period” means, with respect to a LIBOR-based Advance, a period of one (1) month, two (2)
months, or three (3) months, as selected by the undersigned (and which period is acceptable to Bank
in its sole discretion), or as otherwise determined pursuant to and in accordance with the terms of
this Note, commencing on the day a LIBOR-based Advance is made or the day an Advance is converted
to a LIBOR-based Advance or the day an outstanding LIBOR-based Advance is refunded or continued as
another LIBOR-based Advance for an applicable Interest Period, provided that any Interest Period
which would otherwise end on a day which is not a Business Day shall be extended to the next
succeeding Business Day, except that if the next succeeding Business Day falls in another calendar
month, the Interest Period shall end on the next preceding Business Day, and when an Interest
Period begins on a day which has no numerically corresponding day in the calendar month during
which such Interest Period is to end, it shall end on the last Business Day of such calendar month.
In the event that any LIBOR-based Advance is at any time refunded or continued as another
LIBOR-based Advance for an additional Interest Period, such Interest Period shall commence on the
last day of the preceding Interest Period then ending.



“LIBOR-based Advance” means an Advance which bears interest at the LIBOR-based Rate plus the
Applicable Margin.



“LIBOR-based Rate” means a per annum interest rate which is equal to the quotient of the following:




	(a)	 	the LIBOR Rate;

	 
	 	 	divided by







	(b)	 	1.00 minus the maximum rate (expressed as a decimal) during such Interest Period at which
Bank is required to maintain reserves on “Euro-currency Liabilities” as defined in and
pursuant to Regulation D of the Board of Governors of the Federal Reserve System or, if such
regulation or definition is modified, and as long as Bank is required to maintain reserves
against a category of liabilities which includes eurodollar deposits or includes a category of
assets which includes eurodollar loans, the rate at which such reserves are required to be
maintained on such category.




 


6









 










“LIBOR Lending Office” means Bank’s office located in the Cayman Islands, British West Indies, or
such other branch of Bank, domestic or foreign, as it may hereafter designate as its LIBOR Lending
Office by notice to the undersigned.



“LIBOR Rate” means, with respect to any Indebtedness outstanding under this Note bearing interest
on the basis of the LIBOR-based Rate, the per annum rate of interest determined on the basis of
the rate for deposits in United States Dollars for a period equal to the relevant Interest Period
for such Indebtedness, commencing on the first day of such Interest Period, appearing on Page BBAM
of the Bloomberg Financial Markets Information Service as of 11:00 a.m. (Detroit, Michigan time)
(or as soon thereafter as practical), two (2) Business Days prior to the first day of such Interest
Period. In the event that such rate does not appear on Page BBAM of the Bloomberg Financial
Markets Information
Service (or otherwise on such Service), the “LIBOR Rate” shall be determined by reference to such
other publicly available service for displaying eurodollar rates as may be reasonably selected by
Bank, or, in the absence of such other service, the “LIBOR Rate” shall, instead, be determined
based upon the average of the rates at which Bank is offered dollar deposits at or about 11:00 a.m.
(Detroit, Michigan time) (or as soon thereafter as practical), two (2) Business Days prior to the
first day of such Interest Period in the interbank eurodollar market in an amount comparable to the
principal amount of the respective LIBOR-based Advance which is to bear interest on the basis of
such LIBOR-based Rate and for a period equal to the relevant Interest Period.



“Prime Rate” means the per annum interest rate established by Bank as its prime rate for its
borrowers, as such rate may vary from time to time, which rate is not necessarily the lowest rate
on loans made by Bank at any such time.



“Prime-based Advance” means an Advance which bears interest at the Prime Referenced Rate plus the
Applicable Margin.



“Prime Referenced Rate” means, for any day, a per annum interest rate which is equal to the Prime
Rate in effect on such day, but in no event and at no time shall the Prime Referenced Rate be less
than the sum of the Daily Adjusting LIBOR Rate for such day plus two and one-half percent (2.50%)
per annum. If, at any time, Bank determines that it is unable to determine or ascertain the Daily
Adjusting LIBOR Rate for any day, the Prime Referenced Rate for each such day shall be the Prime
Rate in effect at such time, but not less than two and one-half percent (2.50%) per annum.



“Request for Advance” means a Request for Advance issued by the undersigned under this Note in the
form annexed to this Note as Exhibit “A”.



No delay or failure of Bank in exercising any right, power or privilege hereunder shall affect such
right, power or privilege, nor shall any single or partial exercise thereof preclude any further
exercise thereof, or the exercise of any other power, right or privilege. The rights of Bank under
this Note are cumulative and not exclusive of any right or remedies which Bank would otherwise
have, whether by other instruments or by law.



THE MAXIMUM INTEREST RATE SHALL NOT EXCEED 25% PER ANNUM OR THE HIGHEST APPLICABLE USURY CEILING,
WHICHEVER IS LESS.



THE UNDERSIGNED AND BANK, BY ACCEPTANCE OF THIS NOTE, ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY
IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED UNDER CERTAIN CIRCUMSTANCES. TO THE EXTENT
PERMITTED BY LAW, EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH
COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT
TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY
WAY RELATED TO, THIS NOTE OR THE INDEBTEDNESS.


 


7









 





This Note amends and restates that certain Revolving Credit Note dated as of October 30, 2009, made
in the principal amount of Six Million Dollars ($6,000,000) by the undersigned payable to Bank (the
“Prior Note”); provided, however, (i) the execution and delivery by the undersigned
of this Note shall not, in any manner or circumstance, be deemed to be a payment of, a novation of
or to have terminated, extinguished or discharged any of the undersigned’s indebtedness evidenced
by the Prior Note, all of which indebtedness shall continue
under and shall hereinafter be evidenced and governed by this Note, and (ii) all collateral and
guaranties securing or supporting the Prior Note shall continue to secure and support this Note.



	 	 	 	 	 	 	 
	 	 	PERCEPTRON, INC.	 	 
	 	 	 	 	 
	 	 	OBLIGOR NAME TYPED/PRINTED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ John H. Lowry III
 

SIGNATURE OF
	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	Vice President and Chief Financial Officer	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	TITLE	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

SIGNATURE OF
	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 

TITLE
	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	47827 Halyard Dr.	 	Plymouth	 	 	Michigan	 	 	48170	 
	STREET ADDRESS
	 	CITY	 	STATE	 	ZIP






For Bank Use Only




	 	 	 	 	 	 	 	 	 
	LOAN OFFICER INITIALS

	 	LOAN GROUP NAME
	 	OBLIGOR NAME

Perceptron, Inc.	 	 	 	 
	LOAN OFFICER ID. NO.

	 	LOAN GROUP NO.
	 	OBLIGOR NO.
	 	NOTE NO.
	 	AMOUNT
	 

	 	 	 	 	 	 	 	$6,000,000






 


8









 







EXHIBIT “A”


REQUEST FOR ADVANCE




The undersigned hereby request(s) COMERICA BANK (“Bank”) to make a                     * Advance to the undersigned on
                    ,                     , in the amount of
              
              
          
             
             
                 Dollars ($                    ) under the Master Revolving Note dated as of
              
      , 2010, issued by the undersigned to
said Bank in the face amount of Six Million Dollars
($6,000,000) (the “Note”). The Interest Period for the requested Advance,
if applicable, shall be          
             
              
    
(             
       )** month(s). In the event that any
part of the Advance requested hereby constitutes the
refunding or conversion of an outstanding Advance, the amount to be refunded or
converted is            
             
              
             
         
Dollars ($           
         ), and the last day of the
Interest Period for the amounts being converted or refunded
hereunder, if applicable, is          
              
               
  ,             
        .



The undersigned represent(s), warrant(s) and certify(ies) that no Default, or any condition or
event which, with the giving of notice or the running of time, or both, would constitute a Default,
has occurred and is continuing under the Note, and none will exist upon the making of the Advance
requested hereunder. The undersigned further certify(ies) that upon advancing the sum requested
hereunder, the aggregate principal amount outstanding under the Note will not exceed the face
amount thereof. If the amount advanced to the undersigned under the Note shall at any time exceed
the face amount thereof, the undersigned will immediately pay such excess amount, without any
necessity of notice or demand.



The undersigned hereby authorize(s) Bank to disburse the proceeds of the Advance being requested by
this Request for Advance by crediting the account of the undersigned with Bank separately
designated by the undersigned or as the undersigned may otherwise direct, unless this Request for
Advance is being submitted for a conversion or refunding of all or any part of any outstanding
Advance(s), in which case, such proceeds shall be deemed to be utilized, to the extent necessary,
to refund or convert that portion stated above of the existing outstandings under such Advance(s).



Capitalized terms used but not otherwise defined herein shall have the respective meanings given to
them in the Note.



Dated this                      day of  
              
             
            ,   
             
     .



	 	 	 	 	 	 	 
	 	 	PERCEPTRON, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 

	 	 






 




	 	 	 
	*	 	Insert, as applicable, “LIBOR-based” or “Prime Referenced Rate”.

	 
	**	 	For a LIBOR-based Advance, insert the applicable Interest Period
(i.e., “one (1)”, “two (2)” or “three (3)” months).