EXHIBIT 10.18
LONDON INTERBANK OFFERED RATE BORROWING AGREEMENT
A. Borrower has requested and Bank has agreed to extend an
interest rate option of 1.50% per annum in excess of the LIBOR; and
B. Borrower has executed a Promissory Note (Unsecured) dated April
30, 1997, in the amount of $5,000,000.00 in favor of Bank (the "Note") which
reflects the LIBOR option.
NOW THEREFORE, in consideration of any loan, advance, extension of credit and/or
other financial accommodation at any time made by bank to or for the benefit of
Borrower, and of the promises set forth herein, the parties hereto agree as
follows:
1. DEFINITIONS AND TERMS
1.1 The following words, terms and/or phrases shall have the
meanings set forth thereafter and such meanings shall be applicable to the
singular and plural form thereof; whenever the context so requires, the use of
"it" in reference to Borrower shall mean Borrower as identified at the beginning
of this Agreement:
(a) "AMORTIZATION DATE": the dates specified in the Note when
principal payments are due.
(b) "BORROWING": any portion of Borrower's liabilities bearing
interest at LIBOR.
(c) "BUSINESS DAY": any day on which Bank is open for regular
business.
(d) "EVENT OF DEFAULT": the definition ascribed to this term in the
Note.
(e) "INTEREST PERIOD": the period commencing on the date a LIBOR
Loan is made and ending, as the Borrower may select, 30, 60 or 90 days
thereafter.
(f) "LIBOR LOANS": any principal portion of Borrower's liabilities
bearing interest at LIBOR.
(g) "LIBOR MARGIN": 1.50%
(h) "MATURITY DATE": the date specified in the Note upon which the
Borrower's libilities are due and payable in full.
1.2 Any terms or phrases not specificially defined in this Agreement shall
have the meanings ascribed to them in the Note.
2. MANNER OF LIBOR ELECTION
2.1 Borrower may elect to cause all or a portion of the principal
outstanding on the Notes to bear interest at a daily rate equal to the daily
rate equivalent of 1.50% in excess of LIBOR, subject to the following
conditions:
(a) Not more than five (5) nor less than two (2) Business Days
prior to the requested date of any LIBOR Borrowing, Borrower shall deliver to
Bank an irrevocable written or telephonic notice setting forth the requested
date and amount of such Borrowing (which amount shall not be less than
$500,000.00 and, if in excess of $500,000.00, shall be in integral multiples of
$500,000.00) and the requested Interest Period of such Borrowing;
(b) The LIBOR used in computing the interest rate applicable to
such Borrowing shall be the LIBOR as quoted by Bank to Borrower as being in
effect for the date of such Borrowing plus
the LIBOR Margin, computed on the basis of a 360-day year and actual days
elapsed, and shall be fixed for the requested period of such Borrowing;
(c) Such Borrowing may not be prepaid prior to the expiration of
the requested Interest Period of such Borrowing and shall be repaid in full on
the last day of the requested Interest Period of such Borrowing;
(d) With respect to any Borrowing of LIBOR Loans, Borrower may not
select an Interest Period that extends beyond the Maturity Date of the Note; and
(e) With repect to any Borrowing of LIBOR Loans under the Note,
Borrower may not select an Interest Period that extends beyond any Amortization
Date unless, after giving effect to such requested Borrowing, the aggregate
unpaid principal amount of such Loans having Maturity Dates after such
Amortization Date does not exceed the aggregate principal amount of the Note
scheduled to be outstanding after such Amortization Date.
2.2 In the event Borrower fails to give notice pursuant to Section 2.1(a)
above of the reborrowing of the principal amount of any maturing LIBOR Borrowing
and has not notified the Bank by 10:00 a.m. (Chicago time) on the day such
Borrowing matures that it intends to renew such Borrowing, then Borrower shall
be deemed to have requested a Borrowing of Base or Prime Rate Loans (as defined
in the Note) on such day in the amount of the maturing Borrowing.
3. GENERAL PROVISIONS
3.1 FUNDING INDEMNITY. In the event Bank shall incur any loss, cost or
expense (including, without limitation, any loss of profit, and any loss, cost
or expense incurred by reason of the liquidation or re-employment of deposits or
other funds acquired by such Bank to fund or maintain any LIBOR Loan or the
relending or reinvesting of such deposits or amounts paid or prepaid to such
Bank) as a result of:
(a) any payment or prepayment of a LIBOR Loan on a date other than the
last day of its Interest Period,
(b) any failure by Borrower to borrow a LIBOR Loan on the date specified
in a notice given pursuant to Section 2.1 hereof,
(c) any failure by Borrower to make any payment of principal on any LIBOR
Loan when due (whether by acceleration or otherwise), or
d) any acceleration of the maturity of a LIBOR Loan as a result of the
occurrence of any Event of Default, then, upon the demand of Bank, Borrower
shall pay to Bank such amount as will reimburse Bank for such loss, cost or
expense. If Bank makes such a claim for compensation, it shall provide to
Borrower a certificate executed by an officer of Bank setting forth the amount
of such loss, cost or expense in reasonable detail (including an explanation of
the basis for the computation of such loss, cost or expense) and the amounts
shown on such certificate if reasonably calculated shall be conclusive.
3.2 AVAILABILITY OF LIBOR LOANS. If Bank determines that maintenance
of its Loans would violate any applicable law, rule, regulation, or directive,
whether or not having the force of law, or if Bank determines that deposits of a
type and maturity appropriate to match fund LIBOR Loans are not available to it
then Bank shall forthwith give notice thereof to Borrower, whereupon, until Bank
notifies Borrower that the circumstances giving rise to such suspension no
longer exist, the obligations of the Bank to make LIBOR Loans shall be
suspended.
IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and
year specified at the beginning hereof.
BORROWER:
XXXXXXXX-XXXX, INC., a Delaware corporation
By: /s/ Xxxxx X. Xxxxxx
---------------------------
Xxxxx X. Xxxxxx, Chief Financial Officer
Accepted this 30th day of April, 1997, at Bank's principal place of
business in the City of Chicago, State of Illinois.
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
Its: Second Vice President
------------------------------
