UNION
BANK OF
CALIFORNIA
PROMISSORY NOTE
(BASE RATE)
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Borrower Name PRINTRAK INTERNATIONAL INC.
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Borrower Address Office 45061 Loan Number 7144704187
0000 XXXXX XXXXXX XXX. ------------------------------------------------------
ANAHEIM, CA 92807 Maturity Date JANUARY 31, 2001 Amount $5,000,000.00
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ORANGE, California $5,000,000.00 Date 1/30/97
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FOR VALUE RECEIVED, on JANUARY 31, 2001, the undersigned ("Debtor") promises
to pay to the order of UNION BANK OF CALIFORNIA, N.A. ("Bank"), as indicated
below, the principal sum of FIVE MILLION AND NO/100 Dollars ($5,000,000.00),
or so much thereof as is disbursed, together with interest on the balance of
such principal from time to time outstanding, at the per annum rates and at
the times set forth below.
1. INTEREST PAYMENTS. Debtor shall pay interest on the LAST day of each MONTH
(commencing FEBRUARY 28, 1997). Should interest not be paid when due, it
shall become part of the principal and bear interest as herein provided. All
computations of interest under this note shall be made on the basis of a year
of 360 days, for actual days elapsed.
a. BASE INTEREST RATE. At Debtor's option, amounts outstanding
hereunder in increments of at least $500,000 shall bear interest at a
rate to be selected by Debtor which is 2.25% per annum in excess of
Bank's Adjusted LIBOR-Rate for the Interest Period so selected by
Debtor.
Any Base Interest Rate selected by Debtor may not be changed, altered
or otherwise modified until the expiration of the Interest Period for
which it was selected. The exercise of interest options by Debtor
shall be as recorded in Bank's records, which records shall be prima
facie evidence of the amount borrowed under either interest option and
the interest rate; provided, however, that failure of Bank to make any
such notation in its records shall not discharge Debtor from its
obligations to repay in full with interest all amounts borrowed. In no
event shall any Interest Period extend beyond the maturity date of
this note.
To select a Base Interest Rate, Debtor may, from time to time with
respect to principal outstanding on which a Base Interest Rate has not
been selected and on the expiration of any Interest Period with
respect to principal outstanding on which a Base Interest Rate has
been selected, select a Base Interest Rate by telephoning an authorized
lending officer of Bank located at the banking office identified below
prior to 10:00 a.m., California time, on any Business Day and advising
that officer of the Base Interest Rate, the Interest Period and the
Origination Date selected (which Origination Date, for a Base Interest
Rate Loan based on the Adjusted LIBOR-Rate, shall follow the date of
such election by no more than two (2) Business Days).
Xxxx will confirm the terms of the election in writing by mail to
Debtor promptly after the election is made. Failure to send such
confirmation shall not affect Bank's rights to collect interest at the
rate selected. If, on the date of the election, the Base Interest Rate
selected is unavailable for any reason, the selection shall be void.
Bank reserves the right to fund the principal from any source of funds
notwithstanding any Base Interest Rate selected by Debtor.
b. VARIABLE INTEREST RATE. All principal outstanding hereunder which
is not bearing interest at a Base Interest Rate shall bear interest at
a rate per annum equal to the Reference Rate, which rate shall vary as
and when the Reference Rate changes.
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1.1 AVAILABILITY/PRINCIPAL REDUCTIONS
At any time prior to the maturity of this note, subject to the
provisions of paragraph 4, below, of this note, Debtor may borrow,
repay and reborrow hereunder so long as the maximum principal amount
outstanding does not exceed:
AMOUNT FROM TO AND INCLUDING
$5,000,000.00 the date of this note April 30, 1998
$4,583,333.00 May 1, 1998 July 31, 1998
$4,166,666.00 August 1, 1998 October 31, 1998
$3,749,999.00 November 1, 1998 January 31, 1999
$3,333,332.00 February 1, 1999 April 30, 1999
$2,916,665.00 May 1, 1999 July 31, 1999
$2,499,998.00 August 1, 1999 October 31, 1999
$2,083,331.00 November 1, 1999 January 31, 2000
$1,666,664.00 February 1, 2000 April 30, 2000
$1,249,997.00 May 1, 2000 July 31, 2000
$ 833,330.00 August 1, 2000 October 31, 2000
$ 416,667.00 November 1, 2000 January 30, 2001
$ -0- January 31, 2001
On or before the last day of each quarter, commencing April 30, 1998, Debtor
shall repay principal under this note such that the maximum principal amounts
outstanding under this note on such quarterly date does not exceed the sums
set forth above for the periods set forth above.
Debtor shall pay all amounts due under this note in lawful money of the
United States at Bank's ORANGE COUNTY COMMERCIAL BANKING Office, or such
other office as may be designated by Bank, from time to time.
2. LATE PAYMENTS. If any payment required by the terms of this note shall
remain unpaid ten days after same is due, at the option of Bank, Debtor shall
pay a fee of $100 to Bank.
3. INTEREST RATE FOLLOWING DEFAULT. In the event of default, at the option of
Bank, and, to the extent permitted by law, interest shall be payable on the
outstanding principal under this note at a per annum rate equal to five
percent (5%) in excess of the interest rate specified in paragraph 1.b, above,
of this note, calculated from the date of default until all amounts payable
under this note are paid in full.
4. PREPAYMENT.
a. Amounts outstanding under this note bearing interest at a rate based
on the Reference Rate may be prepaid in whole or in part at any time,
without penalty or premium. Amounts outstanding at a Base Interest Rate
under this note may only be prepaid, in whole or in part provided Bank
has received not less than five (5) Business Days prior written notice
of an intention to make such prepayment and Debtor pays a prepayment
fee to Bank in an amount equal to: (i) the difference between (a) the
Base Interest Rate applicable to the principal amount which Debtor
intends to prepay, and (b) the return which Bank could obtain if it
used the amount of such prepayment of principal to purchase at bid
price regularly quoted securities issued by the United States having a
maturity date most closely coinciding with the relevant Base Rate
Maturity Date and such securities were held by Bank until the
relevant Base Rate Maturity Date ("Yield Rate"); (ii) the above
difference, if greater than zero, is multiplied by a fraction, the
numerator of which is the number of days in the period between the
date of prepayment and the relevant Base Rate Maturity Date and the
denominator of which is 360 days; (iii) the above product is
multiplied by the amount of the principal so prepaid (except in the
event that principal payments are required and have been made as
scheduled under the terms of the Base Interest Rate Loan being
prepaid, then the amount multiplied in this section shall be the
lesser of the amount prepaid or 50% of the total of the amount prepaid
and the amount of principal scheduled under the terms of the Base
Interest Rate Loan being prepaid to be outstanding at the relevant
Base Rate Maturity Date); and (iv) the above product is then
discounted to present value using the Yield Rate as the annual
discount factor.
b. In no event shall Bank be obligated to make any payment or refund
to Debtor, nor shall Debtor be entitled to any setoff or other claim
against Bank, should the return which Bank could obtain under the
above prepayment formula exceed the interest that Bank would have
received if no prepayment had occurred. All prepayments shall include
payment of accrued interest on the principal amount so prepaid and
shall be applied to payment of interest before application to
principal. A determination by Bank as to the prepayment fee amount, if
any, shall be conclusive.
c. Such prepayment fee, if any, shall also be payable if prepayment
occurs as the result of the acceleration of the principal of this note
by Bank because of any default hereunder. If, following such
acceleration, all or any portion of a Base Interest Rate Loan is
satisfied, whether through sale of property encumbered by a security
agreement or other agreement securing this note, if any, at a
foreclosure sale held thereunder or through the tender of payment any
time following such acceleration, but prior to such a foreclosure
sale, then such satisfaction shall be deemed an evasion of the
prepayment conditions set forth above, and Bank shall, automatically
and without notice or demand, be entitled to receive, concurrently
with such satisfaction the prepayment fee set forth above, and the
obligation to pay such prepayment fee shall be added to the principal.
DEBTOR HEREBY ACKNOWLEDGES AND AGREES THAT BANK WOULD NOT LEND TO
DEBTOR THE LOAN EVIDENCED BY THIS NOTE WITHOUT DEBTOR'S AGREEMENT, AS
SET FORTH ABOVE, TO PAY BANK A PREPAYMENT FEE UPON THE SATISFACTION OF
ALL OR ANY PORTION OF THE PRINCIPAL BEARING INTEREST AT A BASE INTEREST
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RATE FOLLOWING THE ACCELERATION OF THE MATURITY DATE HEREOF BY REASON
OF A DEFAULT. DEBTOR HAS CAUSED THOSE PERSONS SIGNING THIS NOTE ON ITS
BEHALF TO SEPARATELY INITIAL THE AGREEMENT CONTAINED IN THIS PARAGRAPH
BY PLACING THEIR INITIALS BELOW:
INITIALS: [INIT]
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5. DEFAULT AND ACCELERATION OF TIME FOR PAYMENT. Default shall include, but
not be limited to, any of the following: (a) the failure of Debtor to make
any payment required under this note when due; (b) any breach,
misrepresentation or other default by Debtor, any guarantor, co-maker,
endorser, or any person or entity other than Debtor providing security for
this note (hereinafter individually and collectively referred to as the
("Obligor") under any security agreement, guaranty or other agreement between
Bank and any Obligor; (c) the insolvency of any Obligor or the failure of any
Obligor generally to pay such Obligor's debts as such debts become due; (d)
the commencement as to any Obligor of any voluntary of involuntary proceeding
under any laws relating to bankruptcy, insolvency, reorganization,
arrangement, debt adjustment or debtor relief; (e) the assignment by any
Obligor for the benefit of such Obligor's creditors; (f) the appointment, or
commencement of any proceeding for the appointment of a receiver, trustee,
custodian or similar official for all or substantially all of any Obligor's
property; (g) the commencement of any proceeding for the dissolution or
liquidation of any Obligor; (h) the termination of existence or death of any
Obligor; (i) the revocation of any guaranty or subordination agreement given
in connection with this note; (j) the failure of any Obligor to comply with
any order, judgement, injunction, decree, writ or demand of any court or
other public authority; (k) the filing or recording against any Obligor, or
the property of any Obligor, of any notice of levy, notice to withhold, or
other legal process for taxes other than property taxes; (l) the default by
any Obligor personally liable for amounts owed hereunder on any obligation
concerning the borrowing of money; (m) the issuance against any Obligor, or
the property of any Obligor, of any writ of attachment, execution, or other
judicial lien; or (n) the deterioration of the financial condition of any
Obligor which results in Bank deeming itself, in good faith, insecure. Upon
the occurrence of any such default, Bank, in its discretion, may cease to
advance funds hereunder and may declare all obligations under this note
immediately due and payable; however, upon the occurence of an event of
default under d, e, f, or g, all principal and interest shall automatically
become immediately due and payable.
6. ADDITIONAL AGREEMENTS OF DEBTOR. If any amounts owing under this note are
not paid when due, Debtor promises to pay all costs and expenses, including
reasonable attorneys' fees, incurred by Bank in the collection or
enforcement of this note. Debtor and any endorsers of this note, for the
maximum period of time and the full extent permitted by law, (a) waive
diligence, presentment, demand, notice of nonpayment, protest, notice of
protest, and notice of every kind; (b) waive the right to assert the defense
of any statute of limitations to any debt or obligation hereunder; and (c)
consent to renewals and extensions of time for the payment of any amounts due
under this note. If this note is signed by more than one party, the term
"Debtor" includes each of the undersigned and any successors in interest
thereof; all of whose liability shall be joint and several. Any married
person who signs this note agrees that recourse may be had against the
separate property of that person for any obligations hereunder. The receipt of
any check or other item of payment by Bank, at its option, shall not be
considered a payment on account until such check or other item of payment is
honored when presented for payment at the drawee bank. Bank may delay the
credit of such payment based upon Bank's schedule of funds availability, and
interest under this note shall accrue until the funds are deemed collected.
In any action brought under or arising out of this note, Debtor and any
Obligor, including their successors or assigns, hereby consent to the
jurisdiction of any competent court within the State of California, as
provided in any alternative dispute resolution agreement executed between
Debtor and Bank, and consent to service of process by any means authorized by
California law. The term "Bank" includes, without limitation, any holder of
this note. This note shall be construed in accordance with and governed by
the laws of the State of California. This note hereby incorporates any
alternative dispute resolution agreement previously, concurrently or
hereafter executed between Debtor and Bank.
7. DEFINITIONS. As used herein, the following terms shall have the meanings
respectively set forth below: "ADJUSTED LIBOR-RATE" shall mean the LIBOR Base
Rate as adjusted for reserve requirements imposed on Bank from time to time.
"BASE INTEREST RATE" shall mean a rate of interest based on the Adjusted
LIBOR-Rate. "BASE INTEREST RATE LOAN" shall mean amounts outstanding under
this note that bear interest at a Base Interest Rate. "BASE RATE MATURITY
DATE" shall mean the last day of the Interest Period with respect to
principal outstanding on which a Base Interest Rate has been selected by
Debtor. "BUSINESS DAY" shall mean a day which is not a Saturday or Sunday on
which Bank is open for business in California and on which dealings in U.S.
dollar deposits outside of the United States may be carried on by Bank.
"INTEREST PERIOD" shall mean any calendar period of one, three, six, nine or
twelve months. In determining an Interest Period, a month means a period that
starts on one Business Day in a month and ends on and includes the day
preceding the numerically corresponding day in the next month. For any month
in which there is no such numerically corresponding day, then as to that
month, such day shall be deemed to be the last calendar day of such month.
Any Interest Period which would otherwise end on a non-Business Day shall end
on the next succeeding Business Day unless that is the first day of a month,
in which event such Interest Period shall end on the next preceding Business
Day. "LIBOR BASE RATE" shall mean for each Interest Period the rate per annum
(rounded upward, if necessary, to the nearest 1/100 of 1%) at which dollar
deposits, in immediately available funds and in lawful money of the United
States would be offered to Bank, outside of the United States, for a term
coinciding with such Interest Period and for an amount equal to the amount of
principal covered by Debtor's interest rate election "ORIGINATION DATE" shall
mean the Business Day on which funds are made available to Debtor relating to
Debtor's selection of a Base Interest Rate. "REFERENCED RATE" shall mean the
rate announced by Bank from time to time at its corporate headquarters at its
"REFERENCE RATE." The Reference Rate is an index rate determined by Bank from
time to time as a means of pricing certain extensions of credit and is
neither directly tied to any external rate of interest or index nor
necessarily the lowest rate of interest charged by Bank at any given time.
PRINTRAK INTERNATIONAL INC.
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By [Sig]
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Title Vice President, Treasurer
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