Exhibit 10.10
Short-term note with American National Bank & Trust Company of Chicago as
of April 30, 1996 setting forth the terms of the Parent Company's
$2,000,000 short-term debt agreement.
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American National Bank
and Trust Company of Chicago
00 Xxxxx XxXxxxx Xxxxxx/Xxxxxxx, Xxxxxxxx 60690/(312) 661-5000
April 30, 1996
Xxxxxxx Xxxxx, Inc.
Xxxxxxx Xxxxxx
000 Xxxxxx
Xxx Xxxxxx, Xxxx 00000
Gentlemen:
This letter will replace the previous Letter Agreement regarding the negative
pledge on Xxxxxxx Bank stock dated April 30, 1995. This letter is in
reference to the certain Promissory Note dated 4/30/96, both by Xxxxxxx
Xxxxx, Inc. ("Xxxxxxx") in favor of American National Bank and Trust Company
of Chicago ("ANB") in connection with a commitment in the amount of
$2,000,000 to be extended by ANB to Xxxxxxx and any subsequent renewals and
modification ("Commitment").
In consideration of ANB providing the Commitment, Xxxxxxx hereby covenants
that it will not create, assume or suffer to exist, any Lien upon the stock
of a Subsidiary bank.
For the purpose of this Letter Agreement, the following definitions shall
apply:
"Lien" shall mean any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any agreement to give any of the
foregoing, any conditional sale or other title retention agreement, and
the filing of or agreement to give any financing statement under the
Uniform Commercial Code of any jurisdiction).
"Subsidiary" shall mean a corporation with respect to which more than
50% of the outstanding shares of stock of each class having ordinary
voting power (other than stock having such power only by reason of the
happening of a contingency) is at the time owned by Xxxxxxx or by one or
more Subsidiaries of Xxxxxxx.
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American National Bank
Page 2
April 30, 1996
If the foregoing correctly states your understanding of our agreement, please
execute the enclosed copy of the Letter Agreement in the space indicated and
return it to Xxxxxxxxx Xxxxx, Assistant Vice President of ANB.
American National Bank and Trust
Company of Chicago
By: ____________________________
Its:____________________________
Accepted and agreed to this 30th day of April, 1996.
Xxxxxxx Xxxxx, Inc.
By: /s/ Xxxxxx X. Xxxxxxx
Its: CFO/Treasurer/Secretary
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PROMISSORY NOTE (UNSECURED)
PROMISSORY NOTE (UNSECURED)
Chicago, Illinois April 30, 1996
$2,000,000.00 Due April 30, 1997
FOR VALUE RECEIVED the undersigned (jointly and severally if more than
one) ("Borrower"), promises to pay to the order of AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO ("Bank"), at its principal place of business in
Chicago, Illinois or such other place as Bank may designate from time to time
hereafter, the principal sum of Two Million and 00/100 Dollars, or such
lesser principal sum as may then be owed by Borrower to Bank hereunder.
Borrower's obligations and liabilities to Bank under this Note
("Borrowers Liabilities") shall be due and payable on April 30, 1997.
The unpaid principal balance of Borrower's Liabilities due hereunder
shall bear interest from the date hereof until paid, computed as follows
(DELETE INAPPLICABLE PROVISIONS): (i)XXXXX (ii) at a daily rate equal to the
daily rate equivalent of 0% per annum (computed on the basis of a 360-day
year and actual days elapsed) in excess of the rate of interest announced or
published publicly from time to time by Bank as its prime or base rate of
interest (the "Base Rate"); provided, however, that in the event that any of
Borrower's Liabilities are not paid when due, the unpaid amount of Borrower's
Liabilities shall bear interest after the due date until paid at a rate equal
to the sum of the rate that would otherwise be in effect plus 3%.
If the rate of interest to be charged by Bank to Borrower hereunder is
that specified in clause (ii) above, such rate shall fluctuate hereafter from
time to time concurrently with, and in an amount equal to, each increase or
decrease in the Base Rate, whichever is applicable.
Accrued interest shall be payable by Borrower to Bank on the same day of
each (delete inapplicable provision): (i) month, XXXX, and at maturity,
commencing with the last day of May, 1996, or as billed by Bank to Borrower,
at Bank's principal place of business, or at such other place as Bank may
designate from time to time hereafter. After maturity, accrued interest on
all of Borrower's Liabilities shall be payable on demand.
Borrower warrants and represents to Bank that Borrower shall use the
proceeds represented by this Note solely for proper business purposes, and
consistently with all applicable laws and statutes.
Any deposits or other sums at any time credited by or payable or due
from Bank to Borrower, or any monies, cash, cash equivalents, securities,
instruments, documents or other assets of Borrower in the possession or
control of bank or its bailee for any purpose, may be reduced to cash and
applied by Bank to or setoff by Bank against Borrower's Liabilities.
The occurrence of any one of the following events shall constitute a
default by the Borrower ("Event of Default") under this Note: (a) if Borrower
fails pay any of Borrower's Liabilities when due and payable or declared due
and payable (whether by scheduled maturity, required payment, acceleration,
demand or otherwise); (b) if Borrower or any guarantor of any of Borrower's
Liabilities fails or neglects to perform, keep or observe any term,
provision, condition, covenant, warranty, or representation contained in this
Note; (c) occurrence of a default or an event of default under any agreement,
instrument or document heretofore, now or at any time hereafter delivered by
or on behalf of Borrower to Bank; (d) occurrence of a default or an event of
default under any agreement, instrument or document heretofore, now or at any
time hereafter delivered to Bank by any guarantor of Borrower's Liabilities
or any person or entity which has granted to Bank a security interest or lien
in and to some or all such person's or entity's real or personal property to
secure the payment of Borrower's Liabilities; (e) if any of Borrower's assets
are attached, seized, subjected to a writ, or are levied upon or become
subject to any lien or come within the possession of any receiver, trustee,
custodian or assignee for the benefit of creditors; (f) if a notice of lien,
levy or assessment is filed of record or given to Borrower with respect to
all or any of Borrower's assets by any federal, state or local department or
agency; (g) if Borrower or any guarantor of Borrower's Liabilities becomes
insolvent or generally fails to pay or admits in writing its inability to pay
debts as they become due, if a petition under Title 11 of the United States
Code or any similar law or regulation is filed by or against Borrower or any
such guarantor, if Borrower or any such guarantor shall make an assignment
for the benefit of creditors, if any case or proceeding is filed by or
against Borrower or any such guarantor for its dissolution or liquidation, or
if Borrower or any such guarantor is enjoined, restrained or in any way
prevented by court order from conducting all or any material part of its
business affairs; (h) the death or incompetency of Borrower or any guarantor
of Borrower's Liabilities, or the appointment of a conservator for all or any
portion of Borrower's assets; (i) the revocation, termination or cancellation
of any guaranty of Borrower's Liabilities without written consent of Bank;
(j) if a contribution failure occurs with respect to any pension plan
maintained by Borrower or any corporation, trade or business that is, along
with Borrower, a member of a controlled group of corporations or a controlled
group of trades or businesses (as described in Sections 414(b) and (c) of the
Internal Revenue Code of 1986 or Section 4001 of the Employee Retirement
Income Security Act of 1974, as amended, "ERISA") sufficient to give rise to
a lien under Section 302(f) of ERISA; (k) if Borrower or any guarantor of
Borrower's Liabilities is in default in the payment of any obligations,
indebtedness or other liabilities to any third party and such default is
declared and is not cured within the time, if any, specified therefor in any
agreement governing the same; (l) if any material statement, report or
certificate made or delivered by Borrower, any of Borrower's partners,
officers, employees or agents or any guarantor of Borrower's Liabilities is
not true and correct; or (m) if Bank is reasonably insecure.
Upon the occurrence of an Event of Default, at Bank's option, without
notice by Bank to or demand by Bank of Borrower, all of Borrower's
Liabilities shall be immediately due and payable.
All of Bank's rights and remedies under this Note are cumulative and
non-exclusive. The acceptance by Bank of any partial payment made hereunder
after the time when any of Borrower's Liabilities become due and payable will
not establish a custom or waive any rights of Bank to enforce prompt payment
hereof. Bank's failure to require strict performance by Borrower of any
provision of this Note shall not waive, affect or diminish any right of Bank
thereafter to demand strict compliance and performance therewith. Any waiver
of an Event of Default hereunder shall not suspend, waive or affect any other
Event of Default hereunder. Borrower and every endorser waive presentment,
demand and protest and notice of presentment, protest, default, non-payment,
maturity, release, compromise, settlement, extension or renewal of this Note,
and hereby ratify and confirm whatever Bank may do in this regard. Borrower
further waives any and all notice or demand to which Borrower might be
entitled with respect to this Note by virtue of any applicable statute or law
(to the extent permitted by law).
Borrower agrees to pay, immediately upon demand by Bank, any and all
costs, fees and expenses (including reasonable attorneys' fees, costs and
expenses) incurred by Bank (i) in enforcing any of Bank's rights hereunder,
and (ii) in representing Bank in any litigation, contest, suit or dispute, or
to commence, defend or intervene or to take any action with respect to any
litigation, contest, suit or dispute (whether instituted by Bank, Borrower or
any other person) in any way relating to this Note or Borrower's Liabilities,
and to the extent not paid the same shall become part of Borrower's
Liabilities.
This Note shall be deemed to have been submitted by Borrower to Bank and
to have been made at Bank's principal place of business. This Note shall be
governed and controlled by the internal laws of the State of Illinois and not
the law of conflicts.
Advances under this Note may be made by Bank upon oral or written
request of any person authorized to make such requests on behalf of Borrower
("Authorized Person"). Borrower agrees that Bank may act on requests which
Bank in good faith believes to be made by an Authorized Person, regardless of
whether such requests are in fact made by an Authorized Person. Any such
advance shall be conclusively presumed to have been made by Bank to or for
the benefit of Borrower. Borrower does hereby irrevocably confirm, ratify
and approve all such advances by Bank and agrees to indemnify Bank againsts
any and all losses and expenses (including reasonable attorneys' fees) and
shall hold Bank harmless with respect thereto.
TO INDUCE BANK TO ACCEPT THIS NOTE, BORROWER IRREVOCABLY AGREES THAT,
SUBJECT TO BANK'S SOLE AND ABSOLUTE ELECTION, ALL ACTIONS OR PROCEEDINGS IN
ANY WAY, MANNER OR RESPECT, ARISING OUT OF OR FROM OR RELATED TO THIS NOTE
SHALL BE LITIGATED IN COURTS HAVING SITUS WITHIN THE CITY OF CHICAGO, STATE
OF ILLINOIS. BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY
LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN SAID CITY AND STATE. BORROWER
HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY
LITIGATION BROUGHT AGAINST BORROWER BY BANK IN ACCORDANCE WITH THIS
PARAGRAPH.
BORROWER IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION,
SUIT, COUNTERCLAIM OR PROCEEDING (I) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR
IN CONNECTION WITH THIS NOTE OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR
AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION
HEREWITH, OR (II) ARISING FROM ANY DISPUTE OR CONTROVERSY IN CONNECTION WITH
OR RELATED TO THIS NOTE OR ANY SUCH AMENDMENT, INSTRUMENT, DOCUMENT OR
AGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT, COUNTERCLAIM OR PROCEEDING
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
Xxxxxxx Xxxxx, Inc. Xxxxxxx Xxxxx, Inc.
400 Locust, Box 961 By: /s/ Xxxxxx X. DeMeulenare (signature)
Xxx Xxxxxx, XX 00000 Its: LEFT BLANK (title)
Address By: /s/ Xxxxxx X. Xxxxxxx (signature)
FEIN or SSN Its: CFO/Treasurer/Secretary (title)
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