EXHIBIT 10.8
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Revolving Credit Facility, as amended, dated July 1, 1996 between Computer
Generated Solutions, Inc. and Bank Leumi Trust Company of New York.
[LOGO BANK LEUMI]
PROMISSORY NOTE (GRID)
New York, N.Y. July 1, 1996
$7,000,000.00
For Value Received, We promise to pay to the order of BANK LEUMI TRUST
COMPANY OF NEW YORK (the "Bank"), at its offices at 000 Xxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx, the principal sum of Seven Million and 00/100 Dollars or, if less, the
aggregate unpaid principal sum of all loans made by the Bank, in its sole
discretion, to the maker of this Note from time to time. The principal sum of
each such loan shall be payable (strike out whichever is not applicable):
on demand., if payment not demanded, no later than 5/2/97.
Each loan shall bear interest (from the date of such loan) at a rate per
annum which shall be equal to 0% per annum above the rate of interest designated
by the Bank, and in effect from time to time, as its "Reference Rate", adjusted
when said Reference Rate changes. (The maker acknowledges that the Reference
Rate may not necessarily represent the lowest rate of interest charged by the
Bank to customers.)
The Bank is hereby authorized to enter on the schedule attached hereto the
amount of each loan and each payment of principal thereon, without any further
authorization on the part of the maker or any endorser or guarantor of this
Note, but the Bank's failure to make such entry shall not limit or otherwise
affect the obligations of the maker or any endorser or guarantor of this Note.
The maker and each endorser and guarantor of this Note acknowledge and
agree that the use of this form of Note is for their convenience, and there is
no obligation on the part of the Bank to make loans to the maker whatsoever.
Interest shall be computed on the basis of a 360-day year and shall be
payable at the end of each month and at maturity, but the foregoing provision
shall not be deemed to change the maturity of this Note if payable on demand.
The charging of interest on the basis of a 360-day year results in the payment
of more interest than would be required if interest were charged on the basis
of the actual number of days in the year. In no event shall interest exceed the
maximum legal rate permitted for the maker.
Each maker or endorser authorizes (but shall not require) the Bank to debit
any account maintained by the maker or endorser with the Bank, at any date on
which the payment of principal of or interest on any of the Liabilities (as
hereinafter defined) is due, in an amount equal to any unpaid portion of such
payment. If the time for payment of principal of or interest on any of the
Liabilities or any other money payable hereunder or with respect to any of the
Liabilities becomes due on a day on which the Bank's offices are closed (as
required or permitted by law or otherwise), such payment shall be made on the
next succeeding business day, and such extension shall be included in computing
interest in connection with such payment. All payments by any maker or endorser
of this Note on account of principal, interest or fees hereunder shall be made
in lawful money of the United States of America, in immediately available funds.
All Property (as hereinafter defined) held by the Bank shall be subject to
a security interest in favor of the Bank or holder hereof as security for any
and all Liabilities. The term "Property" shall mean the balance of every deposit
account of the maker with the Bank or any of the Bank's nominees or agents and
all other obligations of the Bank or any of its nominees or agents to the maker,
whether now existing or hereafter arising, and all other personal property of
the maker (including without limitation all money, accounts, general
intangibles, goods, instruments, documents and chattel paper) which, or evidence
of which, are now or at any time in the future shall come into the possession or
under the control of or be in transit to the Bank or any of its nominees or
agents for any purpose, whether or not accepted for the purposes for which it
was delivered. The term "Liabilities" shall mean the indebtedness evidenced by
this Note and all other indebtedness, liabilities and obligations of any kind of
the maker (or any partnership or other group of which the maker is a member) to
(a) the Bank, (b) any group of which the Bank is a member, or (c) any other
person if the Bank has a participation or other interest in such indebtedness,
liabilities or obligations, whether (i) for the Bank's own account or as agent
for others, (ii) acquired directly or indirectly by the Bank from the maker or
others, (iii) absolute or contingent, joint or several, secured or unsecured,
liquidated or unliquidated, due or not due, contractual or tortious, now
existing or hereafter arising, or (iv) incurred by the maker as principal,
surety, endorser, guarantor or otherwise, and including without limitation all
expenses, including attorneys' fees, incurred by the Bank in connection with any
such indebtedness, liabilities or obligations or any of the Property (including
any sale or other disposition of the Property).
Upon the happening, with respect to any maker, endorser or guarantor of
this Note or any assets of any such maker, endorser or guarantor, of any of the
following events: death; the issuance of a warrant of attachment whether valid
or not; dissolution (if a corporation or partnership); the making of a mortgage
or pledge; the commencement of a foreclosure proceeding; default in the payment
of principal or interest on this Note or in the payment of any other obligation
of any said maker, endorser or guarantor held by the Bank or holder hereof;
default in the payment of principal of or interest on any indebtedness for
borrowed money owed to the Bank or any other person or entity (including any
such indebtedness in the nature of a lease) or default in the performance or
observance of the terms of any instrument pursuant to which such indebtedness
was created or is secured, the effect of which default is to cause or permit any
holder of any such indebtedness to cause the same to become due prior to its
stated maturity (and whether or not such default is waived by the holder
thereof); a change in the financial condition or affairs of any of them which in
the opinion of the Bank or subsequent holder hereof materially reduces his,
their or its ability to pay all of his, their or its obligations; the suspension
of business; the filing of a petition in bankruptcy whether voluntary or
involuntary; the filing of an application, whether voluntary or involuntary, for
reorganization or any arrangement or readjustment of indebtedness; the
appointment or the filing of an application for the appointment of any receiver,
trustee, liquidator or any committee; an assignment for the benefit of
creditors; the calling of a meeting of creditors; the offering of a composition
or extension to creditors; the sending of notice of an intended bulk sale; the
entry of judgments; or the issuance of a warrant of distraint or assertion of a
lien for unpaid taxes, this Note, if not then due or payable on demand, shall
become due and payable immediately without demand or notice and all other debts
or obligations of the makers and endorsers hereof to the Bank or holder hereof,
whether due or not due and whether direct or contingent and howsoever evidenced,
shall, at the option of the Bank or holder hereof, also become due and payable
immediately without demand or notice. After this Note becomes due, at stated
maturity or on acceleration, any unpaid balance hereof shall bear interest from
the date it becomes due until paid at a rate per annum 3% above the rate borne
by this Note when it becomes due or, if such rate shall not be lawful with
respect to the undersigned, then at the highest lawful rate. The liability of
any party to commercial paper held by the Bank or holder hereof, other than the
makers and endorsers hereof, shall remain unaffected hereby and such parties
shall remain liable thereon in accordance with the original tenor thereof. Each
maker and endorser agrees that if an attorney is retained to enforce or collect
this Note or any other obligations by reason of non-payment of this Note when
due or made due hereunder, a reasonable attorneys' fee shall be paid in
addition, which fees shall be computed as follows: 15% of the principal,
interest and all other sums due and owing to the payee or holder or the
reasonable value of the attorneys' services, whichever is greater.
This Note shall be governed by the laws of the State of New York and shall
be binding upon the maker and each endorser and the maker's and each endorser's
heirs, administrators, successors and assigns. The maker and each endorser
hereby irrevocably consent to the jurisdiction of any New York State or Federal
court located in New York City over any action or proceeding arising out of any
dispute between the maker and each endorser and the Bank, and the maker further
irrevocably consents to the service of process in any such action or proceeding
by the mailing of a copy of such process to the maker at the address set forth
below. In the event of litigation between the Bank and the maker over any matter
connected with this Note or resulting from transactions hereunder, the right to
a trial by jury is hereby waived by the Bank and the maker. A waiver by the
Bank, in one or more instances, of any of the terms and provisions of this Note
shall be in writing, shall apply to the particular instance or instances and at
the particular time or times only, and shall not be deemed to be a continuing
waiver.
Computer Generated Solutions, Inc.
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VALUE RECEIVED 0000 Xxxxxxxx
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(ADDRESS)
FORM NO. 763 (10/86) Xxx Xxxx, XX 00000
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