DRAW FACILITY NOTE
Officer No. Note No.
_____________
$__________
______________________
(Effective Date)
City - Xxxxxxxx, State - Kentucky
On or before ________________ (the "Maturity Date"), the
undersigned, TECHNOLOGY INTEGRATION FINANCIAL SERVICES,
INC., a Kentucky corporation (the "Borrower") for value
received, promises to pay to the order of THE FIFTH THIRD
BANK OF NORTHERN KENTUCKY, INC., 0000 Xxxxxxxxxx Xxxx,
Xxxxxxxx, Xxxxxxxx 00000 (hereinafter referred to as
"Bank") the sum of _________________________________ Dollars
($__________) (hereinafter referred to as the "Borrowing")
plus interest per annum at the rate set forth below.
The Borrower shall have the option of having the outstanding
principal under this Note bear interest under the following
rates:
(A) "30 Day Rate": The Thirty (30) Day LIBOR plus 100
basis points, fixed for a thirty day period. The Thirty
(30) Day LIBOR shall mean the per annum rate rounded upward
(if rounding is necessary) to the nearest 1/16th of 1% of
which U.S. dollar deposits, of an amount equal or comparable
to the Loan are afforded to the Bank by other Prime Banks in
the London interbank market, selected in the Bank's
discretion, at approximately 11:00 AM London time on the
third Business Day prior to any applicable thirty (30) day
incremental period, all as conclusively determined by the
Bank.
(B) "60 Day Rate": The Sixty (60) Day LIBOR plus 100
basis points, fixed for a sixty day period. The Sixty (60)
Day LIBOR shall mean the per annum rate rounded upward (if
rounding is necessary) to the nearest 1/16th of 1% of which
U.S. dollar deposits, of an amount equal or comparable to
the Loan are afforded to the Bank by other Prime Banks in
the London interbank market, selected in the Bank's
discretion, at approximately 11:00 AM London time on the
third Business Day prior to any applicable sixty (60) day
incremental period, all as conclusively determined by the
Bank.
(C) "90 Day Rate": The Ninety (90) Day LIBOR plus 100
basis points, fixed for a ninety day period. The Ninety
(90) Day LIBOR shall mean the per annum rate rounded upward
(if rounding is necessary) to the nearest 1/16th of 1% of
which U.S. dollar deposits, of an amount equal or comparable
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to the Loan are afforded to the Bank by other Prime Banks in
the London interbank market, selected in the Bank's
discretion, at approximately 11:00 AM London time on the
third Business Day prior to any applicable ninety (90) day
incremental period, all as conclusively determined by the
Bank.
(D) "Prime Minus Rate": The Prime Rate minus 100
basis points. Prime Rate shall mean the rate announced by
the Bank from time to time as its Prime Rate. In the event
of a change in said Prime Rate, the interest rate shall be
immediately changed to an interest rate which shall be less
than the new Prime Rate by 100 basis points.
(E) "Treasury Plus Rate": The Like Treasury Rate plus
150 basis points. The Like Treasury Rate shall be a fixed
rate equal to the weekly average yield on United States
Treasury Securities adjusted to a constant at maturity of a
term equal to the term remaining on this Note as of the date
the Treasury Plus Rate becomes effective.
Interest shall be computed on a year of 360 days and charged
for the actual number of days elapsed.
Principal shall be due and payable in ____________ (__)
installments of ___________________________________ Dollars
($________) per month with the first installment being due
on the first (1st) day of each month commencing on
________________ and continuing on the first (1st) day of
each month thereafter through and including the Maturity
Date. Principal may be prepaid in whole or in part, without
premium or penalty, at any time. Any prepaid amounts shall
be applied to the amounts due in reverse order of their due
date. No partial payment shall change any due date or the
amount of any regular scheduled installment of principal
due.
Unless directed to the contrary in writing by the Borrower
prior to the execution hereof, the principal outstanding
under this Note shall bear interest at the Treasury Plus
Rate. In the event the Borrower has elected in writing to
have the principal outstanding bear interest initially at an
interest rate mode other than the Treasury Plus Rate, except
as provided in the immediately succeeding paragraphs, for
each succeeding applicable period commencing upon the
expiration of the initial applicable period, the principal
shall continue to bear interest at the chosen interest rate
mode for such applicable period as established on the
Interest Rate Determination Date (as defined below)
immediately preceding such period.
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In the event the Borrower has initially selected an interest
rate mode other than the Treasury Plus Rate, the Borrower
shall have the option to convert the interest rate to either
the 30 Day Rate, the 60 Day Rate, the 90 Day Rate, the Prime
Minus Rate or the Treasury Plus Rate by notifying the Bank
in writing of its decision to convert the interest rate and
the selected interest rate (the "Conversion Notice").
ANYTHING TO THE CONTRARY NOTWITHSTANDING, ONCE THE BORROWER
HAS ELECTED TO HAVE THE PRINCIPAL BEAR INTEREST AT THE
TREASURY PLUS RATE, THE INTEREST MAY NOT BE CONVERTED TO ANY
OTHER INTEREST RATE MODE. Said Conversion Notice must be
received by the Bank on the Interest Rate Determination Date
preceding the end of the pending applicable period.
Subsequent to the conversion, the principal outstanding
shall bear interest at the rate selected by the Borrower for
the respective period. Thereafter, the principal shall
continue to bear interest at the selected interest rate mode
for the respective periods, unless the Borrower again elects
to select a different interest rate on the Interest Rate
Determination Date preceding the end of the respective
interest period. For example, if the Borrower has
previously chosen the 90 Day Rate interest rate mode, at the
end of the current 90-day period, the Borrower elects to
convert the interest rate to the 30 Day Rate, it must
deliver the Conversion Notice to the Bank on or before the
Interest Rate Determination Date preceding the end of the
subject 90-day period. The Borrower shall thereafter have
the option to again convert the interest rate at the end of
the 30-day period to either the 60 Day Rate, the Prime Minus
Rate or the Treasury Plus Rate or back to the 90 Day Rate by
providing the Conversion Notice to the Bank as provided
above. The Borrower shall have the option to convert the
interest rate on each and every Interest Rate Determination
Date. ANYTHING TO THE CONTRARY NOTWITHSTANDING, ONCE THE
BORROWER HAS ELECTED TO HAVE THE PRINCIPAL BEAR INTEREST AT
THE TREASURY PLUS RATE, THE INTEREST MAY NOT BE CONVERTED TO
ANY OTHER INTEREST RATE MODE.
"Interest Rate Determination Date" shall mean the third
Business Day preceding the expiration of the respective
period for the then current interest rate. For example, if
the interest rate is then currently the 30 Day Rate, the
Interest Rate Determination Date would be the third Business
Day prior to the end of the applicable 30-day period. If
the interest rate is currently the Prime Minus Rate, the
Interest Rate Determination Date would be the third Business
Day prior to the date that the Borrower desires to convert
to a different interest rate. While the selected interest
rate will be determined and set on the Interest Rate
Determination Date, it will not become effective until the
expiration of the then current interest period, and in the
case of the Prime Minus Rate, if the Borrower desires to
convert from the Prime Minus Rate to another rate, the new
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rate would not become effective until three Business Days
after the date the Bank receives the Conversion Notice.
"Business Day" shall mean a day of the year, other than
Saturday or Sunday, on which commercial banks located in
Cincinnati, Ohio are not required or authorized to remain
closed and on which The New York Stock Exchange is not
closed.
Interest on the outstanding principal shall be due and
payable, in arrears, on the first day of each month
commencing on
________________, and on the first (1st) day of each next
succeeding month through and including the Maturity Date.
Principal and interest payments shall be made at the Bank's
address above unless otherwise designated by Bank in
writing.
To secure repayment of this Note and all modifications,
extensions and renewals thereof, and all other Obligations
(as herein defined) of the undersigned to Bank, the
undersigned grants Bank a security interest (subject to all
Permitted Liens as set forth in the Loan Agreement) in all
of the undersigned's now owned or hereafter acquired
interests in all property in which Bank is, at any time,
granted a lien for any Obligation, and all property in
possession of Bank including, without limitation, money,
securities, instruments, documents, letters of credit,
chattel paper, or other property delivered to Bank in
transit, for safekeeping, or for collection or exchange for
other property, and other rights in addition to such
property, all rights in payment from and claims against
Bank, all proceeds thereof and any other collateral granted
to the Bank pursuant to that certain Security Agreement by
and between the Bank and the Borrower dated October __, 1997
(the "Security Agreement") (collectively, the "Collateral").
The undersigned agrees to immediately deliver such
additional property or rights thereto to Bank immediately
upon receipt as additional Collateral and until delivery to
hold same in trust for Bank. All documents executed in
connection with this Note, including without limitation the
following, further secure the Obligations: a payment
guaranty of Xxxxxxx Computer Resources, Inc. dated October
31, 1997 (the "Guaranty").
The Obligations secured by the Collateral (herein, the
"Obligations") shall include this Note and each and every
liability of the undersigned jointly or severally to Bank
and all affiliates of Fifth Third Bancorp however created,
direct or contingent, due or to become due, whether now
existing or hereafter arising, participated in whole or in
part, created by trust agreement, lease, overdraft,
agreement, or otherwise, in any manner by the undersigned
(other than certain non-recourse financing provided to
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Borrower by The Fifth Third Leasing Company or any other
affiliate of Bank). Except as set forth above regarding
such non-recourse financing, the undersigned also grants
Bank a security interest in all of the Collateral as agent
for all affiliates of Fifth Third Bancorp for all
Obligations of the undersigned to such affiliates. Said
security interest shall not be enforced to the extent
prohibited by the Truth in Lending Act as implemented by
Federal Reserve Regulation Z.
The undersigned certifies that the proceeds of the Loan are
to be used for business purposes. This Note is a renewal of
a loan previously made by the Bank to the Borrower which was
previously evidenced by a certain Revolving Credit Note
dated October 31, 1997. The execution of this Note shall
not act as, or be interpreted to be, a novation of such
loan.
Events of Default:
This Note, and all other Obligations of the undersigned to
Bank, shall be and become immediately due and payable at the
option of the Bank, without any demand or notice whatsoever,
upon the occurrence of an Event of Default as defined in the
Loan Agreement.
Upon the occurrence of an Event of Default herein described,
Bank may, at its option, without any demand or notice
whatsoever, immediately declare this Note and all other
Obligations of the undersigned to be fully due and payable
in their aggregate amount together with accrued interest
plus any applicable fees, and charges, without notice, and
exercise any or all remedies provided for in the Loan
Agreement, Security Agreement and/or by law.
If any payment is not paid when due (whether by acceleration
or otherwise) or within 10 days thereafter, the undersigned
agrees to pay to Bank a late payment fee as provided for in
the Loan Agreement or 5% of the payment amount, whichever is
greater, with a minimum fee of $20.00. After an Event of
Default, the undersigned agrees to pay to Bank a fixed
charge of $25.00, or the undersigned agrees that Bank may,
without notice, increase the interest rate then in effect by
6%, whichever is greater. Under no circumstances shall said
interest rate be raised to a rate which shall be in excess
of the maximum rate of interest allowable under the state
and/or federal usury laws in force at the time of such
change.
ENTIRE AGREEMENT: The undersigned agrees that there are no
conditions or understandings which are not expressed in this
Note and the documents referred to herein.
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WAIVER: No failure on the part of Bank to exercise any of
its rights hereunder shall be deemed a waiver of any such
rights or of any default. Demand, presentment, protest,
notice of dishonor, notice of protest, notice of default and
all suretyship defenses are hereby waived.
JURY WAIVER: THE UNDERSIGNED, AND ANY ENDORSER OR GUARANTOR
HEREOF, WAIVE THE RIGHT TO A TRIAL BY JURY OF ANY MATTERS
ARISING OUT OF THIS NOTE OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
The declaration of invalidity of any provision of this Note
shall not affect any part of the remainder of the
provisions.
This Note is supplemented by the terms and conditions of a
Loan Agreement dated October 31, 1997 between the
undersigned and Bank.
TECHNOLOGY INTEGRATION
FINANCIAL SERVICES, INC.
By:
_______________________
Title:
Address: 0000 Xxxxxxxxxx
Xxxx
Xxxxxx, XX
00000
X-00
