Exhibit 10.4
SHORT TERM REVOLVING NOTE
$15,000,000
June 10, 1997
Minnetonka, Minnesota
FOR VALUE RECEIVED, the undersigned, AG-CHEM EQUIPMENT CO., INC. a
Minnesota corporation (the "Company"), hereby promises to pay to the order of
NBD BANK ("Bank"), pursuant to the Short Term Revolving Credit Agreement,
entered into as of June 10, 1997 (as amended from time to time, the "Loan
Agreement"), among the Company, NBD Bank, as agent ("NBD"), and the Lenders
party thereto, including the Bank, at the main office of NBD in Detroit,
Michigan, or such other location as may be designated by NBD from time to time,
in accordance with the Loan Agreement, in immediately available funds, the
principal sum of Fifteen Million and 00/100 Dollars (US$15,000,000), or such
lesser amount as is recorded on the books and records of NBD, on the Termination
Date as may be agreed to under the Loan Agreement as amended from time to time,
together with interest on the outstanding balance thereof as provided in the
Loan Agreement. All payments of principal and interest shall be made in lawful
money of the United States of America.
NBD is hereby authorized by the Company to record on NBD's books and
records, the date and amount of each Advance, the Loan Period, the applicable
interest rate (including any changes therein), the amount of each payment of
principal thereon and such other information as appropriate, which books and
records shall constitute rebuttable presumptive evidence of the information so
recorded, provided, however, that any failure by NBD to record any such
information shall not relieve the Company of its obligation to repay the
outstanding principal amount of all Advances made by Bank, all accrued interest
thereon and any amount payable with respect thereto in accordance with the terms
of this Note and the Loan Agreement. Capitalized terms used but not defined in
this Note shall have the respective meanings assigned to them in the Loan
Agreement.
This Note is subject to, and evidences the Advances made by Bank under
the Loan Agreement, to which reference is hereby made for a statement of the
circumstances and terms under which all or a portion of this Note is subject to
prepayment and under which its due date may be accelerated and other terms
applicable to this Note. An Event of Default under the Loan Agreement
constitutes a default hereunder. During the period that any amount owing on this
Note is not paid in full when due (whether at stated maturity, by acceleration
or otherwise), such amount shall bear interest at the Default Rate applicable to
each Advance in effect from time to time or the maximum rate permitted by law,
whichever is lower, for the period commencing on the due date until the same is
paid in full. In addition to the foregoing, during the period that any other
Event of Default has occurred and shall be continuing, the Company shall pay on
demand, at the election of the Required Lenders, interest at the Default Rate or
the maximum rate permitted by law, whichever is lower, on the outstanding
principal amount of all the Obligations which are outstanding during such period
from and after the date of any such demand.
The Company and each endorser or guarantor hereof waives demand,
presentment, protest, diligence, notice of dishonor and any other formality in
connection with this Note. The Company further agrees to pay, in addition to the
principal, interest and other sums due and payable hereon, all costs of
collecting this Note, including reasonable attorneys' fees and expenses.
This Note is made under, and shall be governed by and construed in
accordance with, the laws of the State of Michigan applicable to contracts made
and to be performed entirely within the State of Michigan and without giving
effect to the choice of law principles of the State of Michigan.
AG-CHEM EQUIPMENT CO., INC.
a Minnesota corporation
By: /s/ Xxxx Xxxxxxxxxx
Xxxx Xxxxxxxxxx
Its: Senior Vice President
SHORT TERM REVOLVING NOTE
$9,600,000
June 10, 1997
Minnetonka, Minnesota
FOR VALUE RECEIVED, the undersigned, AG-CHEM EQUIPMENT CO., INC. a
Minnesota corporation (the "Company"), hereby promises to pay to the order of
XXXXXX TRUST AND SAVINGS BANK ("Bank"), pursuant to the Short Term Revolving
Credit Agreement, entered into as of June 10, 1997 (as amended from time to
time, the "Loan Agreement"), among the Company, NBD Bank, as agent ("NBD"), and
the Lenders party thereto, including the Bank, at the main office of NBD in
Detroit, Michigan, or such other location as may be designated by NBD from time
to time, in accordance with the Loan Agreement, in immediately available funds,
the principal sum of Nine Million Six Hundred Thousand and 00/100 Dollars
(US$9,600,000), or such lesser amount as is recorded on the books and records of
NBD, on the Termination Date as may be agreed to under the Loan Agreement as
amended from time to time, together with interest on the outstanding balance
thereof as provided in the Loan Agreement. All payments of principal and
interest shall be made in lawful money of the United States of America.
NBD is hereby authorized by the Company to record on NBD's books and
records, the date and amount of each Advance, the Loan Period, the applicable
interest rate (including any changes therein), the amount of each payment of
principal thereon and such other information as appropriate, which books and
records shall constitute rebuttable presumptive evidence of the information so
recorded, provided, however, that any failure by NBD to record any such
information shall not relieve the Company of its obligation to repay the
outstanding principal amount of all Advances made by Bank, all accrued interest
thereon and any amount payable with respect thereto in accordance with the terms
of this Note and the Loan Agreement. Capitalized terms used but not defined in
this Note shall have the respective meanings assigned to them in the Loan
Agreement.
This Note is subject to, and evidences the Advances made by Bank under
the Loan Agreement, to which reference is hereby made for a statement of the
circumstances and terms under which all or a portion of this Note is subject to
prepayment and under which its due date may be accelerated and other terms
applicable to this Note. An Event of Default under the Loan Agreement
constitutes a default hereunder. During the period that any amount owing on this
Note is not paid in full when due (whether at stated maturity, by acceleration
or otherwise), such amount shall bear interest at the Default Rate applicable to
each Advance in effect from time to time or the maximum rate permitted by law,
whichever is lower, for the period commencing on the due date until the same is
paid in full. In addition to the foregoing, during the period that any other
Event of Default has occurred and shall be continuing, the Company shall pay on
demand, at the election of the Required Lenders, interest at the Default Rate or
the maximum rate permitted by law, whichever is lower, on the outstanding
principal amount of all the Obligations which are outstanding during such period
from and after the date of any such demand.
The Company and each endorser or guarantor hereof waives demand,
presentment, protest, diligence, notice of dishonor and any other formality in
connection with this Note. The Company further agrees to pay, in addition to the
principal, interest and other sums due and payable hereon, all costs of
collecting this Note, including reasonable attorneys' fees and expenses.
This Note is made under, and shall be governed by and construed in
accordance with, the laws of the State of Michigan applicable to contracts made
and to be performed entirely within the State of Michigan and without giving
effect to the choice of law principles of the State of Michigan.
AG-CHEM EQUIPMENT CO., INC.
a Minnesota corporation
By: /s/ Xxxx Xxxxxxxxxx
Xxxx Xxxxxxxxxx
Its: Senior Vice President
SHORT TERM REVOLVING NOTE
$5,400,000
June 10, 1997
Minnetonka, Minnesota
FOR VALUE RECEIVED, the undersigned, AG-CHEM EQUIPMENT CO., INC. a
Minnesota corporation (the "Company"), hereby promises to pay to the order of
COOPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., "RABOBANK NEDERLAND",NEW
YORK BRANCH ("Bank"), pursuant to the Short Term Revolving Credit Agreement,
entered into as of June 10, 1997 (as amended from time to time, the "Loan
Agreement"), among the Company, NBD Bank, as agent ("NBD"), and the Lenders
party thereto, including the Bank, at the main office of NBD in Detroit,
Michigan, or such other location as may be designated by NBD from time to time,
in accordance with the Loan Agreement, in immediately available funds, the
principal sum of Five Million Four Hundred Thousand and 00/100 Dollars
(US$5,400,000), or such lesser amount as is recorded on the books and records of
NBD, on the Termination Date as may be agreed to under the Loan Agreement as
amended from time to time, together with interest on the outstanding balance
thereof as provided in the Loan Agreement. All payments of principal and
interest shall be made in lawful money of the United States of America.
NBD is hereby authorized by the Company to record on NBD's books and
records, the date and amount of each Advance, the Loan Period, the applicable
interest rate (including any changes therein), the amount of each payment of
principal thereon and such other information as appropriate, which books and
records shall constitute rebuttable presumptive evidence of the information so
recorded, provided, however, that any failure by NBD to record any such
information shall not relieve the Company of its obligation to repay the
outstanding principal amount of all Advances made by Bank, all accrued interest
thereon and any amount payable with respect thereto in accordance with the terms
of this Note and the Loan Agreement. Capitalized terms used but not defined in
this Note shall have the respective meanings assigned to them in the Loan
Agreement.
This Note is subject to, and evidences the Advances made by Bank under
the Loan Agreement, to which reference is hereby made for a statement of the
circumstances and terms under which all or a portion of this Note is subject to
prepayment and under which its due date may be accelerated and other terms
applicable to this Note. An Event of Default under the Loan Agreement
constitutes a default hereunder. During the period that any amount owing on this
Note is not paid in full when due (whether at stated maturity, by acceleration
or otherwise), such amount shall bear interest at the Default Rate applicable to
each Advance in effect from time to time or the maximum rate permitted by law,
whichever is lower, for the period commencing on the due date until the same is
paid in full. In addition to the foregoing, during the period that any other
Event of Default has occurred and shall be continuing, the Company shall pay on
demand, at the election of the Required Lenders, interest at the Default Rate or
the maximum rate permitted by law, whichever is lower, on the outstanding
principal amount of all the Obligations which are outstanding during such period
from and after the date of any such demand.
The Company and each endorser or guarantor hereof waives demand,
presentment, protest, diligence, notice of dishonor and any other formality in
connection with this Note. The Company further agrees to pay, in addition to the
principal, interest and other sums due and payable hereon, all costs of
collecting this Note, including reasonable attorneys' fees and expenses.
This Note is made under, and shall be governed by and construed in
accordance with, the laws of the State of Michigan applicable to contracts made
and to be performed entirely within the State of Michigan and without giving
effect to the choice of law principles of the State of Michigan.
AG-CHEM EQUIPMENT CO., INC.
a Minnesota corporation
By: /s/ Xxxx Xxxxxxxxxx
Xxxx Xxxxxxxxxx
Its: Senior Vice President
