Amount and Terms of Loans. Pursuant to the terms of this Agreement, Lender shall make Loans to the Company, upon its request and within three (3) business days of such request, which in the aggregate do not exceed Four Hundred Fifty Thousand and 00/100 Dollars ($450,000.00). The Loans and each of them shall be made upon the following terms and conditions: (a) The maximum aggregate principal amount of the Loans shall be in the amount of Four Hundred Fifty Thousand and 00/100 Dollars ($450,000.00), and shall be evidenced by a promissory grid note (the "Note") with appropriate insertions of names, dates and amounts. The Loans shall bear interest at a rate per annum equal to ten percent (10.00%). Interest shall be charged on the principal balance from time to time outstanding on the basis of the actual number of days elapsed computed on the basis of a three hundred sixty (360) day year. Interest shall be due and payable, in arrears on the Maturity Date (as hereinafter defined); (b) The Loans made by Lender to the Company pursuant to this Paragraph 2 shall be recorded in an account on the books of Lender bearing the Company's name (the "Company's Account"). There shall also be recorded in the Company's Account all payments made by the Company on the Loans and interest accrued thereon. (c) The outstanding principal amount owed hereunder, together with all accrued but unpaid interest thereon, shall be due and payable in full on the earlier of (i) the closing of an initial public offering of the Company's securities and (ii) March 3, 2002 (the "Maturity Date"); (d) Maker shall have the right to prepay the outstanding principal amount of this Note, in whole or in part at any time. (e) The provisions of this Paragraph 2 shall continue in effect until the Maturity Date, PROVIDED, HOWEVER, that Lender's obligations to advance Loans to the Company pursuant to the provisions of this Paragraph 2 shall cease upon the occurrence of an Event of Default (as defined in Paragraph 3 hereof) until such time as said Event of Default is cured.
Appears in 4 contracts
Samples: Director Loan Agreement (American Card Technology Inc), Director Loan Agreement (American Card Technology Inc), Director Loan Agreement (American Card Technology Inc)
Amount and Terms of Loans. Pursuant to the terms of this AgreementAgreement Lender may, Lender shall in the exercise of its sole discretion, make Loans to the Company upon request of the Company, upon its request and within three (3) business days of such request, which in the aggregate on a cumulative basis do not exceed Four Hundred Fifty Thousand One Million and 00/100 Dollars ($450,000.001,000,000.00). The Loans Loans, and each of them them, shall be made upon the following terms and conditions:
(a) The maximum aggregate principal amount of the Loans which Lender may from time to time lend to the Company shall be in the amount of Four Hundred Fifty Thousand One Million and 00/100 Dollars ($450,000.001,000,000.00), and shall be evidenced by a promissory grid note (the "Note") with appropriate insertions of names, dates and amounts. The Loans shall bear interest at a rate per annum equal to ten percent (10.0010%). Interest shall be charged on the principal balance from time to time outstanding on the basis of the actual number of days elapsed computed on the basis of a three hundred sixty (360) day year. Interest shall be due and payable, in arrears on the Maturity Date (as hereinafter defined);
(b) The Loans made by Lender to In the event that the Company pursuant desires a loan hereunder, the Company shall request the same by delivering to this Paragraph 2 Lender a request for advance, signed by the Chief Financial Officer of the Company, with appropriate insertions of dates and amounts. Such request may be conveyed to Holder by facsimile transmission, in which case Lender shall be recorded entitled to rely upon such facsimile transmission. The Company agrees to indemnify Lender if it should have so relied in an account on the books of Lender bearing the Company's name (the "Company's Account"). There shall also be recorded in the Company's Account all payments made by the Company on the Loans good faith to its detriment, for losses and interest accrued thereonexpenses, if any, arising from such reliance.
(c) The outstanding principal amount owed hereunder, together with all accrued but unpaid interest thereon, shall be due and payable in full on the earlier of (i) the closing of an initial public offering of the Company's securities and (ii) March 3June 30, 2002 2001 (the "Maturity Date");; and
(d) Maker The Company shall have the right to prepay the outstanding principal amount of this Note, in whole or in part part, at any time.
(e) The provisions of this Paragraph 2 shall continue in effect until the Maturity Date, PROVIDED, HOWEVER, that Lender's obligations to advance Loans to the Company pursuant to the provisions of this Paragraph 2 shall cease upon the occurrence of an Event of Default (as defined in Paragraph 3 hereof) until such time as said Event of Default is cured.
Appears in 2 contracts
Samples: Loan Agreement (American Card Technology Inc), Loan Agreement (American Card Technology Inc)
Amount and Terms of Loans. Pursuant to the terms of this Agreement, Lender shall make Loans to the Company, upon its request and within three (3) business days of such request, which in the aggregate do not exceed Four Hundred Fifty Thousand and 00/100 Dollars ($450,000.00)2.1. The Loans and each of them shall be made upon the following terms and conditions:Revolving Credit Loans
(a) The maximum aggregate principal amount of Subject to the Loans shall be in the amount of Four Hundred Fifty Thousand terms and 00/100 Dollars ($450,000.00)conditions hereof, and shall be evidenced by a promissory grid note (the "Note") with appropriate insertions of names, dates and amounts. The Loans shall bear interest at a rate per annum equal to ten percent (10.00%). Interest shall be charged on the principal balance each Lender severally agrees from time to time outstanding on during the basis Commitment Period to make revolving credit loans to one or more of the actual number Borrowers in the Core Currencies (each a "Revolving Credit Loan" and, as the context may require, collectively with all other Revolving Credit Loans of days elapsed computed on such Lender and with the basis Revolving Credit Loans of all other Lenders, the "Revolving Credit Loans"), provided, however, that:
(i) immediately after giving effect thereto, (A) the Aggregate Credit Exposure shall not exceed the Aggregate Commitment Amount, and (B) with respect to each Lender, such Lender's Revolving Credit Exposure shall not exceed such Lender's Commitment Amount, and
(ii) such Revolving Credit Loan, (A) if to be made in Dollars (each a three hundred sixty (360) day year. Interest "Dollar Revolving Credit Loan"), shall be due made to any Borrower, (B) if to be made in French Francs, shall be made to a French Borrower or any Domestic Borrower, (C) if to be made in German Marks, shall be made to a German Borrower or any Domestic Borrower, and payable(D) if to be made in Sterling Pounds, shall be made to a Sterling Borrower or any Domestic Borrower. During the Commitment Period, the Borrowers may borrow, prepay in arrears on whole or in part and reborrow Revolving Credit Loans under the Maturity Date (as hereinafter defined);Commitments, all in accordance with the terms and conditions of this Agreement.
(b) The Loans made by Lender Subject to the Company pursuant to this Paragraph 2 shall provisions of Sections 2.3 and 3.3, Dollar Revolving Credit Loans may be recorded in an account on the books of Lender bearing the Company's name made as (the "Company's Account")i) one or more ABR Advances, (ii) one or more Eurodollar Advances, or (iii) a combination thereof. There shall also be recorded in the Company's Account all payments made by the Company on the Loans and interest accrued thereon.
(c) The outstanding principal amount owed hereunderEach Revolving Credit Loan, together with all accrued but and unpaid interest thereon, shall mature and be due and payable in full on the Commitment Termination Date or such earlier of (i) date upon which the closing of an initial public offering of the Company's securities and (ii) March 3, 2002 (the "Maturity Date");
(d) Maker Commitments shall have the right to prepay the outstanding principal amount of this Note, been terminated in whole or in part at any timeaccordance herewith.
(e) The provisions of this Paragraph 2 shall continue in effect until the Maturity Date, PROVIDED, HOWEVER, that Lender's obligations to advance Loans to the Company pursuant to the provisions of this Paragraph 2 shall cease upon the occurrence of an Event of Default (as defined in Paragraph 3 hereof) until such time as said Event of Default is cured.
Appears in 2 contracts
Samples: Credit Agreement (Bowne & Co Inc), Credit Agreement (Bowne & Co Inc)
Amount and Terms of Loans. Pursuant to the terms of this AgreementAgreement Lender may, Lender shall in the exercise of its sole discretion, make Loans to the Company upon request of the Company, upon its request and within three (3) business days of such request, which in the aggregate on a cumulative basis do not exceed Four Five Hundred Fifty Thousand and 00/100 Dollars ($450,000.00500,000.00). The Loans Loans, and each of them them, shall be made upon the following terms and conditions:
(a) The maximum aggregate principal amount of the Loans which Lender may from time to time lend to the Company shall be in the amount of Four Five Hundred Fifty Thousand and 00/100 Dollars ($450,000.00500,000.00), and shall be evidenced by a promissory promis- sory grid note (the "Note") with appropriate insertions of names, dates and amounts. The Loans shall bear interest at a rate per annum equal to ten percent (10.0010%). Interest shall be charged on the principal balance from time to time outstanding on the basis of the actual number of days elapsed computed on the basis of a three hundred sixty (360) day year. Interest shall be due and payable, in arrears on the Maturity Date (as hereinafter defined);
(b) The Loans made by Lender to In the event that the Company pursuant desires a loan hereunder, the Company shall request the same by delivering to this Paragraph 2 Lender a request for advance, signed by the Chief Financial Officer of the Company, with appropriate insertions of dates and amounts. Such request may be conveyed to Holder by facsimile transmission, in which case Lender shall be recorded entitled to rely upon such facsimile transmission. The Company agrees to indemnify Lender if it should have so relied in an account on the books of Lender bearing the Company's name (the "Company's Account"). There shall also be recorded in the Company's Account all payments made by the Company on the Loans good faith to its detriment, for losses and interest accrued thereonexpenses, if any, arising from such reliance.
(c) The outstanding principal amount owed hereunder, together with all accrued but unpaid interest thereon, shall be due and payable in full on the earlier of (i) the closing of an initial public offering of the Company's securities and (ii) March 3June 30, 2002 2001 (the "Maturity Date");; and
(d) Maker The Company shall have the right to prepay the outstanding principal prin- cipal amount of this Note, in whole or in part part, at any time.
(e) The provisions of this Paragraph 2 shall continue in effect until the Maturity Date, PROVIDED, HOWEVER, that Lender's obligations to advance Loans to the Company pursuant to the provisions of this Paragraph 2 shall cease upon the occurrence of an Event of Default (as defined in Paragraph 3 hereof) until such time as said Event of Default is cured.
Appears in 1 contract
Amount and Terms of Loans. Pursuant Subject to the Regulatory Limitation and the ------------------------- terms and conditions hereof, and so long as no Event of this AgreementDefault (as defined herein) has occurred and is continuing, the Lender shall agrees to make Loans revolving credit loans (the "Loans") to the Company, upon its request and within three (3) business days of such request, which in the aggregate do not exceed Four Hundred Fifty Thousand and 00/100 Dollars ($450,000.00). The Loans and each of them shall be made upon the following terms and conditionsBorrower from time to ----- time as follows:
(a) The maximum during the period from the date on which all of the conditions set forth in Section 7 hereof have been satisfied through but not including the Step-down Date, in an aggregate principal amount of not to exceed $2,420,000,000 outstanding at any time; and
(b) during the period commencing with the Step-down Date and continuing through the Maturity Date, in an aggregate principal amount not to exceed $1,920,000,000 outstanding at any time. The Loans shall be in the amount of Four Hundred Fifty Thousand and 00/100 Dollars ($450,000.00), and shall be are evidenced by a promissory grid note (the "Note") with appropriate insertions of namesthe Borrower, dates substantially in the form of Exhibit A, executed and amountsdelivered to Lender simultaneously herewith. The Loans shall bear interest at a rate per annum equal Borrower hereby unconditionally promises to ten percent (10.00%). Interest shall be charged pay to the Lender on the Maturity Date the then unpaid principal balance amount of the Loans outstanding, together with any accrued and unpaid interest. The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding until payment in full thereof at the rates, and on the basis dates, set forth in the Note. The Loans may be borrowed on any Business Day upon notice to the Lender prior to 3:00 p.m. New York City time on the date of such borrowing (which notice shall be accompanied by such information as shall be reasonably requested by the Lender) and may be prepaid at any time without premium or penalty. The proceeds of the actual number of days elapsed computed on the basis of a three hundred sixty (360) day year. Interest initial funding hereunder shall first be due and payable, in arrears on the Maturity Date (as hereinafter defined);
(b) The Loans made by Lender applied to the Company pursuant to this Paragraph 2 shall be recorded in an account on the books of Lender bearing the Company's name (the "Company's Account"). There shall also be recorded in the Company's Account all payments made by the Company on the Loans and interest accrued thereon.
(c) The outstanding principal amount owed hereunder, together with all accrued but unpaid interest thereon, shall be due and payable payment in full on of all amounts outstanding under the earlier of (i) the closing of an initial public offering of the Company's securities Original Credit Agreement and (ii) March 3, 2002 (the "Maturity Date");
(d) Maker shall have the right to prepay the outstanding principal amount of this Renewal Note, in whole or in part at any timean upon such payment the Original Credit Agreement will terminate and the Renewal Note will be satisfied.
(e) The provisions of this Paragraph 2 shall continue in effect until the Maturity Date, PROVIDED, HOWEVER, that Lender's obligations to advance Loans to the Company pursuant to the provisions of this Paragraph 2 shall cease upon the occurrence of an Event of Default (as defined in Paragraph 3 hereof) until such time as said Event of Default is cured.
Appears in 1 contract
Samples: Unsecured Revolving Credit Agreement (Homeside International Inc)
Amount and Terms of Loans. Pursuant Subject to the terms and conditions hereof and so long as no Event of this AgreementDefault (as defined herein) has occurred and in continuing, the Lender shall agrees to make Loans revolving credit loans (the "LOANS") to the CompanyBorrower from time to time during the period from the Initial Loan Date (as defined below), upon its request and within three through but not including the Maturity Date (3) business days of such request, which as defined in the Note) in an aggregate do principal amount not to exceed Four Hundred Fifty Thousand and 00/100 Dollars ($450,000.00)35,000,000 outstanding at any time. The Loans and each of them shall be made upon the following terms and conditions:
(a) The maximum aggregate principal amount of the Loans shall be in the amount of Four Hundred Fifty Thousand and 00/100 Dollars ($450,000.00), and shall be evidenced by a promissory grid note (the "NoteNOTE") with appropriate insertions of namesthe Borrower, dates substantially in the form of Exhibit A, to be executed and amountsdelivered to the Lender on the Initial Loan Date. The Borrower hereby unconditionally promises to pay to the Lender the then unpaid principal amount of the Loans shall bear interest at a rate per annum equal outstanding on the Maturity Date (or the then unpaid principal amount of the Loans on the date that the Loans become due and payable pursuant to ten percent (10.00%paragraph 5). Interest shall be charged The Borrower hereby further agrees to pay interest on the unpaid principal balance amount of the Loans from time to time outstanding from the Initial Loan Date until payment in full thereof at the rate per annum, and on the basis dates, set forth in the Note. The Loans may be borrowed on any Business Day upon notice to the Lender prior to 2:00 P.M. New York City times on the date of such borrowing (which such notice shall be accompanied by such information regarding the value of the actual number of days elapsed computed on the basis of a three hundred sixty (360) day year. Interest Collateral as shall be due and payable, in arrears on the Maturity Date (as hereinafter defined);
(b) The Loans made by Lender to the Company pursuant to this Paragraph 2 shall be recorded in an account on the books of Lender bearing the Company's name (the "Company's Account"). There shall also be recorded in the Company's Account all payments made requested by the Company on the Loans Lender) and interest accrued thereon.
(c) The outstanding principal amount owed hereunder, together with all accrued but unpaid interest thereon, shall may be due and payable in full on the earlier of (i) the closing of an initial public offering of the Company's securities and (ii) March 3, 2002 (the "Maturity Date");
(d) Maker shall have the right to prepay the outstanding principal amount of this Note, in whole or in part prepaid at any timetime with out premium or penalty.
(e) The provisions of this Paragraph 2 shall continue in effect until the Maturity Date, PROVIDED, HOWEVER, that Lender's obligations to advance Loans to the Company pursuant to the provisions of this Paragraph 2 shall cease upon the occurrence of an Event of Default (as defined in Paragraph 3 hereof) until such time as said Event of Default is cured.
Appears in 1 contract
Amount and Terms of Loans. Pursuant SECTION 2.01 Revolving Loan Commitments and Revolving Notes; Increase in Revolving Loan Commitments.
(a) Subject to and upon the terms and conditions set forth in this Agreement, (i) each of the Lenders severally establishes until September 30, 2003 (September 30, 2003, is hereinafter referred to as the "Commitment Termination Date") a revolving credit facility in favor of the Company in aggregate principal at any one time outstanding not to exceed the sum set forth opposite such Lender's name below, as the same may be reduced from time to time pursuant to the terms hereof: SunTrust Bank, as successor by merger to SunTrust Bank, South $20,000,000.00 33 1/3% Florida, National Association Heller Financial, Inc. $20,000,000.00 33 1/3% BNP Paribas $20,000,000.00 33 1/3% TOTAL: $60,000,000.00 100.00% and (ii) each Lender agrees to purchase a participation interest in the Letters of Credit in accordance with this Article II; provided, however, that in no event may the aggregate principal amount of all outstanding Revolving Loans, Swing Line Loans and Letter of Credit Obligations outstanding exceed at any time the Total Commitments from time to time in effect. Within the limits of the Revolving Loan Commitments, the Company may borrow, repay and reborrow under the terms of this Agreement; provided, Lender shall make Loans to however, that (A) the Company, upon its request and within three (3) business days of such request, which in the aggregate do not exceed Four Hundred Fifty Thousand and 00/100 Dollars ($450,000.00). The Loans and each of them shall be made upon the following terms and conditions:
(a) The maximum aggregate principal amount of the Loans each Borrowing shall not be less than $500,000 and shall be in integral multiples of $100,000, (B) all of the Company's representations and warranties are true and correct on and as of the date of each Borrowing, (C) the Company may neither borrow nor reborrow should there exist a Default or an Event of Default, or such would result from the Borrowing, and (D) the aggregate outstanding amount of Advances and Letter of Credit Obligations, after giving effect to each Borrowing and issuance of Letters of Credit, shall not exceed the Total Commitments. At no time shall the number of Borrowings outstanding under this Article II exceed seven; provided that, for the purpose of determining the number of Borrowings outstanding, all Borrowings consisting of Base Rate Advances shall be considered as one Borrowing. Borrowings under the Commitments shall be made through simultaneous Advances by the Lenders, and the amount of Four Hundred Fifty Thousand and 00/100 Dollars ($450,000.00), and each such Borrowing shall be prorated among such Lenders based on the percentages set forth above. All Advances by each Lender shall be evidenced by a promissory grid note (single Revolving Note payable to such Lender substantially in the "Note") with appropriate insertions form of namesExhibit A attached hereto. Each Revolving Note shall be dated as of the Closing Date, dates and amounts. The Loans shall be payable to the order of the respective Lender in a principal amount equal to the amount set forth opposite such Lender's name above, shall bear interest at a rate per annum as provided for in this Agreement and shall mature on the Commitment Termination Date or sooner should the principal and accrued interest thereon be declared immediately due and payable as provided for herein. No Lender shall have any obligation to advance funds in excess of an amount equal to ten percent (10.00%). Interest shall be charged on the principal balance from time to time outstanding on percentage set forth opposite such Lender's name above multiplied by the basis of the actual number of days elapsed computed on the basis of a three hundred sixty (360) day year. Interest shall be due and payable, in arrears on the Maturity Date (as hereinafter defined);Total Commitments.
(b) The Loans made So long as no Event of Default has occurred and is continuing, the Company may, at any time by Lender written notice to the Company pursuant Administrative Agent, who shall promptly notify the Lenders, request that the Revolving Loan Commitments be increased up to this Paragraph 2 shall be recorded in an account on the books of Lender bearing the Company's name amount not to exceed $75,000,000 (the "Company's AccountRequested Commitment Amount"). There No Lender (or any successor thereto) shall also have any obligation to increase its Revolving Loan Commitment or its other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to increase its Revolving Loan Commitment shall be recorded made in the Company's Account all payments made by the Company on the Loans and interest accrued thereonits sole discretion independently from any other Lender.
(c) The outstanding principal amount owed hereunder, together with all accrued but unpaid interest thereon, shall be due and payable in full on the earlier of (i) the closing of an initial public offering of the Company's securities and (ii) March 3, 2002 (the "Maturity Date");
(d) Maker Company shall have the right to prepay obtain commitments from existing Lenders or new banks or financial institutions in an aggregate amount such that the outstanding existing Revolving Loan Commitments, plus the aggregate principal amount of the new commitments by the Lenders or new banks or financial institutions does not exceed the Requested Commitment Amount; provided, however, that (1) the new banks or financial institutions must be acceptable to each Agent, which acceptance will not be unreasonably withheld or delayed, and (2) the new banks or financial institutions must become parties to this NoteAgreement pursuant to a joinder agreement in form and substance satisfactory to each Agent, in whole or in part at any timepursuant to which (x) they shall be granted all of the rights that existing Lenders have under this Agreement and the other Loan Documents and (y) they shall assume the same liabilities and obligations that the existing Lenders have under this Agreement.
(ed) The provisions of this Paragraph 2 shall continue in effect until the Maturity Date, PROVIDED, HOWEVER, that Lender's obligations to advance Loans Anything to the Company pursuant to contrary contained herein notwithstanding, from the provisions of this Paragraph 2 shall cease upon period commencing with the occurrence of an Event of Default (as defined in Paragraph 3 hereof) Closing Date until such time as said Event that the Company has received an aggregate amount of Default is cured.$5,000,000 (excluding the net cash proceeds of any equity offering of Preferred Stock to BNP Paribas or any Affiliate thereof) in any combination of (i) additional debt pursuant to Section 2.01(c) above or
Appears in 1 contract
Amount and Terms of Loans. Pursuant to the terms of this AgreementAgreement ------------------------- and upon the satisfaction of the conditions precedent referred to in Paragraph 12 hereof, Lender shall Secured Party, may, in the exercise of its sole discretion, make Loans to the CompanyDebtor, upon its request and within three (3) business days of such request, which in the aggregate do not exceed Four Hundred Fifty Thousand Million and 00/100 Dollars ($450,000.004,000,000.00). The Loans and each of them shall be made upon on the following terms and conditions:.
(a) The maximum aggregate principal amount of the Loans shall Loans, or such part thereof as may be in the amount of Four Hundred Fifty Thousand and 00/100 Dollars ($450,000.00)from time to time outstanding, and shall be evidenced by Debtor's promissory note, in the form of Exhibit F annexed hereto and made a promissory grid note part hereof (the "Line of ---------- Credit Note") ), with appropriate insertions of names, dates and amounts. The Line of Credit Note shall be in the amount of Four Million and 00/100 Dollars ($4,000,000.00). Nothing contained in this subparagraph (a) shall be deemed to prohibit Secured Party from lending in excess of the principal amount of the Line of Credit Note, to delimit the definition of "Obligations" contained herein or to constitute a waiver, release or subordination by Secured Party of the security interest in the Collateral herein granted by Debtor to Secured Party as security for the Obligations. In addition, Debtor hereby agrees that in the event that it forms or acquires any subsidiaries after the date hereof, any such subsidiary shall unconditionally guarantee the Obligations hereunder, which guarantees shall be secured by the grant of a first priority security interest on the personal property assets of any such subsidiary;
(b) In the event Debtor desires an advance on the Loan, it may request the same by delivering to Secured Party a written request for advance, or by telephonic or facsimile notice to Secured Party, upon which telephonic or facsimile notice Secured Party shall be entitled to rely, Debtor agreeing to indemnify Secured Party, if it shall have so relied in good faith to its detriment, for its losses and expenses, if any, arising from such reliance. Each such request for an advance on the Loan made by telephonic notice shall be evidenced by Debtor delivering to Secured Party, a written confirmation of the request for advance. The Loans shall be made by Secured Party depositing the proceeds thereof in Debtor's operating account maintained with Secured Party;
(c) The aggregate principal amount of the Loans from time to time outstanding shall bear interest at a rate per annum equal to ten percent (10.00%)the Prime Rate; provided, however, that the rate of interest charged hereunder shall never exceed the maximum amount, if any, allowable by law. In the event the Prime Rate is either increased or decreased, the rate of interest on the Loan then outstanding shall be adjusted on the day the Prime Rate is so changed so as to reflect such increase or decrease in the Prime Rate. Interest only shall be payable monthly and shall be charged on the daily outstanding principal balance of the Loan from time to time outstanding on the basis of the actual number of days elapsed computed on the basis of and a three hundred sixty (360) day year. Interest shall be due and payable, in arrears on the Maturity Date (as hereinafter defined);
(d) At Debtor's option, which Debtor shall exercise by notifying Secured Party in writing at least two days prior to any requested advance pursuant to the notice requirements outlined in Subparagraph (b) The Loans above, Debtor may elect that any advance on the Loan in excess of Five Hundred Thousand and 00/100 Dollars ($500,000.00) bear interest at a rate per annum equal to LIBOR plus 175 basis points ("LIBOR Rate") for Interest Periods of either thirty, sixty or ninety days as selected by Debtor from the date hereof to October 15, 1999. Any Loan advance that Debtor elects to bear interest at the LIBOR Rate must be in an amount of at least Five Hundred Thousand and 00/100 Dollars ($500,000.00), and Debtor's option to borrow at the LIBOR Rate shall terminate at any time that there are outstanding seven LIBOR maturities. No LIBOR maturity shall have an expiration date after October 15, 1999. Each Interest Period for a LIBOR Rate Loan advance shall commence on the date a Loan advance is made, and shall end on the thirty, sixty or ninety day Interest Period date that Debtor has elected provided that: (i) any Interest Period which would otherwise end on a day which is not a Business Day shall end on the next preceding or succeeding Business Day as is Secured Party's custom in the market to which such LIBOR Rate relates; (ii) all Interest Periods which commence on the same date shall end on the same date; (iii) each Interest Period which commences before, and would otherwise end after October 15, 1999, shall end on October 15, 1999; and (iv) any Interest Period which begins on a day for which there is no numerically corresponding day in the calendar month during which such Interest Period is to end, shall (subject to clause (a) above) end on the last day of such calendar month. In the event that Secured Party shall have determined that (i) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and reasonable means do not exist for determining the LIBOR Rate, or (ii) dollar deposits in the relevant amount of the relevant maturity are not available to the Secured Party in the London Interbank Eurodollar market with respect to a proposed Loan advance, Secured Party shall give Debtor prompt notice of such determination. If such notice is given, then a requested Loan advance shall bear interest at the Prime Rate. Until such notice has been withdrawn, Secured Party shall have no obligation to make Loan advances at the LIBOR Rate or to maintain outstanding Loan advances at the LIBOR Rate. Debtor agrees to indemnify Secured Party and hold Secured Party harmless from any loss or expense (including, without limitation, any lost profit) that it may sustain or incur as a consequence of any prepayment or any default by Debtor in the payment of the principal of or interest on a Loan advance bearing interest at the LIBOR Rate including, but not limited to, any loss of profit or any interest payable by Secured Party to lenders of funds obtained by it in order to make or maintain its Loan advances at the LIBOR Rate.
(e) All advances on the Loan made by Lender Secured Party to the Company Debtor pursuant to this Paragraph 2 4 shall be recorded in an account on the books of Lender Secured Party bearing the CompanyDebtor's name (the "CompanyDebtor's Account"). There shall also be recorded in the CompanyDebtor's Account all payments made by the Company Debtor on the Loans Loan, proceeds of the Collateral received by Secured Party which are, in the exercise of Secured Party's sole discretion, applied by Secured Party to the Loan, interest and expenses and other appropriate debits and credits as herein provided. Secured Party shall from time to time render and send to Debtor a statement of Debtor's Account showing the outstanding aggregate principal balance of the Loan, together with interest accrued thereonand other appropriate debits and credits as of the date of the statement. The statement of Debtor's Account shall be considered correct in all respects and accepted by and be conclusively binding upon Debtor unless Debtor make specific written objections thereto within thirty (30) days after the date the statement of Debtor's Account is sent.
(cf) The outstanding principal amount owed hereunderDebtor shall pay to Secured Party on October 15, together with all accrued but unpaid interest thereon, shall be due and payable in full on the earlier of (i) the closing of an initial public offering of the Company's securities and (ii) March 3, 2002 (the "Maturity Date");
(d) Maker shall have the right to prepay 1999 the outstanding principal amount of this Note, balance and all accrued interest and any outstanding charges in whole or in part at any time.connection with the Loan as shown on Debtor's Account; and
(eg) The provisions of this Paragraph 2 4 shall continue in effect until the Maturity DateOctober 15, PROVIDED1999, HOWEVERprovided, however, that Lender's obligations to advance Loans to the Company pursuant to Secured Party may terminate the provisions of this Paragraph 2 shall cease 4 at any time upon the occurrence happening of an Event of Default hereunder. No such termination shall (as defined i) in Paragraph 3 hereofany way affect or impair the security interest granted to Secured Party hereunder or any other rights of Secured Party hereunder or under any other agreements, instruments or documents required to be executed and delivered to Secured Party pursuant to the terms of this Agreement, arising prior to any such termination or by reason thereof, (ii) relieve Debtor of any obligation to Secured Party under this Agreement, any such other agreement, instrument or document, or otherwise, until all the Obligations are fully paid and performed, or (iii) affect any right or remedy of Secured Party, hereunder or under any, such time as said Event of Default is curedother agreement, instrument or document.
Appears in 1 contract
