CONVERTIBLE LINE OF CREDIT NOTE
$10,000,000 February 12, 1997
FOR VALUE RECEIVED, NUMEREX CORP. AND ITS U.S. SUBSIDIARIES listed on the
signature page hereto (each individually and collectively, the "Borrower"), with
an address at Rose Tree Corporate Center XX, Xxxxx 0000, 0000 X. Xxxxxxxxxx
Xxxx, Xxxxx, Xxxxxxxxxxxx 19063, jointly and severally promise to pay to the
order of PNC BANK, NATIONAL ASSOCIATION (the "Bank"), in lawful money of the
United States of America in immediately available funds at its offices located
at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, or at such other
location as the Bank may designate from time to time, the principal sum of TEN
MILLION DOLLARS ($10,000,000) (the "Facility") or such lesser amount as may be
advanced to or for the benefit of the Borrower hereunder prior to the Conversion
Date (as hereinafter defined), together with interest accruing on the
outstanding principal balance from the date hereof, as provided below:
1. Advance Procedures. During the period from the date of this Note to and
including the Conversion Date, the Borrower may borrow, repay and reborrow
hereunder, subject to the terms and conditions of this Note and the Loan
Documents (as defined herein).
In no event shall the aggregate unpaid principal amount of advances under this
Note exceed the face amount of this Note. On the Conversion Date, the
then-outstanding principal amount of the loan hereunder may at the election of
Xxxxxxxx convert to an amortizing term loan payable as set forth below provided,
that no Event of Default exists or would exist with the giving of notice or the
passage of time or both. The "Conversion Date" shall mean January 1, 1999.
Borrower must make its election to convert to an amortizing term loan no later
than sixty (60) days prior to the Conversion Date by sending written notice
(which notice shall be irrevocable) in which the Borrower shall state that it
elects to convert.
A request for advance made by telephone must be promptly confirmed in writing by
such method as the Bank may require. The Borrower authorizes the Bank to accept
telephonic requests for advances, and the Bank shall be entitled to rely upon
the authority of any person providing such instructions. The Borrower hereby
indemnifies and holds the Bank harmless from and against any and all claims,
damages, losses, liabilities, costs and expenses (including reasonable
attorneys' fees and expenses) which may arise or be created by the acceptance of
such telephone requests or making such advances, provided, however, that such
indemnification shall not apply to claims, damages, losses, liabilities, costs
and expenses solely attributable to the Bank's gross negligence or willful
misconduct. The Bank will enter on its books and records, which entry when made
will be presumed correct, the date and amount of each advance, as well as the
date and amount of each payment made by the Borrower.
2. Rate of Interest; Commitment Fee. Amounts outstanding under this Note will
bear interest at either the Prime Rate Option or Euro-Rate Option, as the
Borrower may select.
Prime Rate Option: Prior to the Conversion Date, a rate per annum
("Floating Rate") which is at all times equal to the Prime Rate minus the
applicable number of basis points calculated under the "Pricing Grid" attached
as Exhibit "A".
Interest under the Prime Rate Option will be calculated on the basis of a
year of 365 or 366 days, as the case may be, and paid on the actual number of
days elapsed. As used herein, "Prime Rate" shall mean the rate publicly
announced by the Bank from time to time as its prime rate. The Prime Rate is not
tied to any external rate or index and does not necessarily reflect the lowest
rate of interest actually charged by the Bank to any particular class or
category of customers. If and when the Prime Rate changes, the Floating Rate
will change automatically without notice to the Borrower, effective on the date
of any such change. In no event will the rate of interest hereunder exceed the
maximum rate allowed by law.
Euro-Rate Option: Prior to the Conversion Date, a rate per annum equal to
the sum of the Euro-Rate plus the applicable number of basis points calculated
under the Pricing Grid, for the applicable Euro-Rate Interest Period in an
amount equal to the advance and having a comparable maturity as determined at or
about 11:00 a.m. (eastern time) two Business Days prior to the commencement of
the Euro-Rate Interest Period.
For the purpose hereof, the following terms shall have the following meanings:
"Business Day" shall mean any day other than a Saturday or Sunday or a
legal holiday on which commercial banks are authorized or required to be
closed for business in Pennsylvania.
"Euro-Rate" shall mean, with respect to any advance to which the Euro-
Rate Option applies for any Euro-Rate Interest Period, the interest rate
per annum determined by the Bank by dividing (the resulting quotient
rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i)
the rate of interest determined by the Bank in accordance with its usual
procedures (which determination shall be conclusive absent manifest error)
to be the eurodollar rate two (2) Business Days prior to the first day of
such Euro-Rate Interest Period for an amount comparable to such advance and
having a borrowing date and a maturity comparable to such Euro-Rate
Interest Period by (ii) a number equal to 1.00 minus the Euro-Rate Reserve
Percentage.
"Euro-Rate Interest Period" shall mean the period of one (1), two (2),
three (3) or six (6) months selected by the Borrower commencing on the date
of disbursement of an advance and each successive period selected by the
Borrower
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thereafter; provided that if a Euro-Rate Interest Period would end on a day
which is not a Business Day, it shall end on the next succeeding Business
Day, unless such day falls in the succeeding calendar month in which case
the Euro-Rate Interest Period shall end on the next preceding Business Day.
In no event shall any Euro-Rate Interest Period end on a day after the
Conversion Date (as such term is defined in the Loan Documents).
"Euro-Rate Reserve Percentage" shall mean the maximum effective
percentage in effect on such day as prescribed by the Board of Governors of
the Federal Reserve System (or any successor) for determining the reserve
requirements (including, without limitation, supplemental, marginal and
emergency reserve requirements) with respect to eurocurrency funding
(currently referred to as "Eurocurrency liabilities").
The Euro-Rate shall be adjusted with respect to any advance to which the
Euro-Rate Option applies that is outstanding on the effective date of any change
in the Euro-Rate Reserve Percentage as of such effective date. The Bank shall
give prompt notice to the Borrower of the Euro-Rate as determined or adjusted in
accordance herewith, which determination shall be conclusive absent manifest
error.
If the Bank determines (which determination shall be made in good faith and
shall be final and conclusive) that, by reason of circumstances affecting the
interbank eurodollar market generally, deposits in dollars (in the applicable
amounts) are not being offered to banks in the interbank eurodollar market for
the selected term, or adequate means do not exist for ascertaining the
Euro-Rate, then the Bank shall give notice thereof to the Borrower. Thereafter,
until the Bank notifies the Borrower that the circumstances giving rise to such
suspension no longer exist, (a) the availability of the Euro-Rate Option shall
be suspended, and (b) the interest rate for all advances then bearing interest
under the Euro-Rate Option shall be converted at the expiration of the then
current Euro-Rate Interest Period(s) to the Prime Rate Option.
In addition, if, after the date of this Note, the Bank shall determine (which
determination shall be made in good faith and shall be final and conclusive)
that any enactment, promulgation or adoption of or any change in any applicable
law, rule or regulation, or any change in the interpretation or administration
thereof by a governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by the Bank
with any guideline, request or directive (whether or not having the force of
law) of any such authority, central bank or comparable agency shall make it
unlawful or impossible for the Bank to make or maintain or fund loans under the
Euro-Rate Option, the Bank shall notify the Borrower. Upon receipt of such
notice, until the Bank notifies the Borrower that the circumstances giving rise
to such determination no longer apply, (a) the availability of the Euro-Rate
Option shall be suspended, and (b) the interest rate on all advances then
bearing interest under the Euro-Rate Option shall be converted to the Prime Rate
Option either (i) on the last day
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of the then current Euro-Rate Interest Period(s) if the Bank may lawfully
continue to maintain advances under the Euro-Rate Option to such day, or (ii)
immediately if the Bank may not lawfully continue to maintain advances under the
Euro-Rate Option.
The foregoing notwithstanding, it is understood that the Borrower may select no
more than four (4) different Euro-Rate Interest Periods (as defined above) to
apply simultaneously. Interest will be calculated on the basis of a year of 360
days for the actual number of days in each interest period. In no event will the
rate of interest hereunder exceed the maximum rate allowed by law.
From and after the Conversion Date if Borrower elects to convert, amounts
outstanding under this Note will bear interest at a rate per annum as offered by
the Bank, in its sole discretion, calculated on a 360 day basis.
Commitment Fee: Beginning on March 31, 1997 and continuing on the last day
or each calendar quarter thereafter until the Conversion Date, the Borrower
shall pay a commitment fee to Bank, in arrears, at the applicable rate per annum
calculated under the Pricing Grid on the average daily unused portion of the
facility during the calendar quarter then ending. The commitment fee shall be
computed on the basis or a year of 365 or 366 days, as the case may be, and paid
on the actual number of days elapsed.
3. Payment Terms.
(A) Prior to the Conversion Date, interest under the Prime Rate Option will
be due and payable commencing on March 1, 1997, and continuing on the first day
of each month thereafter until the Conversion Date.
(B) Prior to the Conversion Date, accrued interest under the Euro-Rate
Option will be due and payable on the last day of each Euro-Rate Interest Period
and, if such Euro-Rate Interest Period is longer than three (3) months, also on
the last day of every third month during such Euro-Rate Interest Period.
(C) From and after the Conversion Date, if Borrower so elects, principal
shall be due and payable in thirty-six (36) equal consecutive monthly
installments, each of which shall be in an amount determined by dividing the
outstanding principal amount hereunder on the Conversion Date by sixty (60),
commencing on the first day of the month following the month in which the
Conversion Date occurs, and continuing on the first day of each month thereafter
until the third anniversary of the Conversion Date, at which time a final
installment shall be payable in an amount equal to the remaining outstanding
principal balance hereunder. Interest shall be payable at the same times as the
principal payments. Any outstanding principal and accrued interest shall be due
and payable in full on the third anniversary of the Conversion Date.
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(D) If Borrower does not elect to convert, the outstanding principal
balance and any accrued but unpaid interest shall be due and payable on January
1, 1999.
If any payment under this Note shall become due on a Saturday, Sunday or public
holiday under the laws of the State where the Bank's office indicated above is
located, such payment shall be made on the next succeeding business day and such
extension of time shall be included in computing interest in connection with
such payment. The Borrower hereby authorizes the Bank to charge the Borrower's
deposit account at the Bank for any payment when due hereunder. Payments
received will be applied to charges, fees and expenses (including attorneys'
fees), accrued interest and principal in any order the Bank may choose, in its
sole discretion.
4. Late Payments; Default Rate. If the Borrower fails to make any payment of
principal, interest or other amount coming due pursuant to the provisions of
this Note within ten (10) calendar days of the date due and payable, the
Borrower also shall pay to the Bank a late charge equal to the lesser of ten
percent (10%) of the amount of such payment. Such ten day period shall not be
construed in any way to extend the due date of any such payment. The late charge
is imposed for the purpose of defraying the Bank's expenses incident to the
handling of delinquent payments and is in addition to, and not in lieu of, the
exercise by the Bank of any rights and remedies hereunder, under the other Loan
Documents or under applicable laws, and any fees and expenses of any agents or
attorneys which the Bank may employ. Upon maturity, whether by acceleration,
demand or otherwise, and at the option of the Bank upon the occurrence of any
Event of Default (as hereinafter defined) and during the continuance thereof,
this Note shall bear interest at a rate per annum (based on a year of 360 days
and actual days elapsed) which shall be two percentage points (2%) in excess of
the interest rate in effect from time to time under this Note but not more than
the maximum rate allowed by law (the "Default Rate"). The Default Rate shall
continue to apply whether or not judgment shall be entered on this Note.
5. Prepayment. Prior to the Conversion Date, (a) any indebtedness bearing
interest under the Prime Rate Option may be repaid without penalty; and (b) if
the Bank has not determined that the Euro-Rate is unavailable and Borrower
repays all or any part of any advance which is accruing interest under the
Euro-Rate Option on other than the last day of the applicable interest period,
the Borrower shall pay to Bank, on demand therefor, all amounts due pursuant to
paragraph 6 below including the Cost of Prepayment, as defined below. After the
Conversion Date, (a) if this Note bears interest at the floating rate, the
indebtedness may be prepaid in whole or in part at any time without penalty; and
(b) if this Note bears interest at a fixed rate, notwithstanding anything
contained herein to the contrary, upon any prepayment by or on behalf of the
Borrower (whether voluntary, on default or otherwise), the Bank may require, if
it so elects, the Borrower to pay the Bank as compensation for the cost of being
prepared to advance fixed rate funds hereunder an amount equal to the Cost of
Prepayment.
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6. Yield Protection. The Borrower shall pay to Bank, on written demand therefor,
together with the written evidence of the justification therefor, all direct
costs incurred, losses suffered or payments made by Bank by reason of any change
in law or regulation or its interpretation imposing any reserve, deposit,
allocation or capital, or similar requirement (including without limitation,
Regulation D of the Board of Governors of the Federal Reserve System) on the
Bank, its holding company or any of their respective assets. In addition, the
Borrower agrees to indemnify the Bank against any liabilities, losses or
expenses (including loss of margin, any loss or expense sustained or incurred in
liquidating or employing deposits from third parties acquired to effect, fund or
maintain any Advance bearing interest under the Euro-Rate Option or any part
thereof) which the Bank sustains or incurs as a consequence of either (i) the
Borrower's failure to make a payment on the due date thereof or (ii) the
Borrower's payment, prepayment or conversion of any Advance bearing interest
under the Euro-Rate Option on a day other than the last day of the applicable
Euro-Rate Interest Period including but not limited to the Cost of Prepayment.
"Cost of Prepayment" means an amount equal to the present value, if positive, of
the product of (a) the difference between (i) the yield, on the beginning date
of the applicable interest period, of a U.S. Treasury obligation with a maturity
similar to the applicable interest period minus (ii) the yield, on the
prepayment date, of U.S. Treasury obligation with a maturity similar to the
remaining maturity of the applicable interest period, and (b) the principal
amount to be prepaid, and (c) the number of years, including fractional years
from the prepayment date to the end of the applicable interest period. The yield
on any U.S. Treasury obligation shall be determined by reference to Federal
Reserve Statistical Release H.15(519) "Selected Interest Rates." For purposes of
making present value calculations, the yield to maturity of a similar maturity
U.S. Treasury obligation on the prepayment date shall be deemed the discount
rate. The Cost of Prepayment shall also apply to any payments made after
acceleration of the maturity of this Note. The Bank's determination of an amount
payable under this paragraph shall, in the absence of manifest error, be
conclusive and shall be payable on demand.
7. Other Loan Documents. This Note is issued in connection with the "Loan
Agreement" dated today among Borrower and Bank, the "Security Documents" (as
defined in the Loan Agreement), and all other documents related thereto, the
terms of which are incorporated herein by reference (the "Loan Documents").
8. Events of Default. The occurrence of any of the following events will be
deemed to be an "Event of Default" under this Note: (i) the nonpayment of any
principal, interest or other indebtedness under this Note when due; (ii) the
occurrence of any event of default or default and the lapse of any notice or
cure period under any Loan Document or any other debt, liability or obligation
to the Bank of any Obligor or any Subsidiary; (iii) the filing by or against any
Obligor or any Subsidiary of any proceeding in bankruptcy, receivership,
insolvency, reorganization, liquidation, conservatorship or similar proceeding
(and, in the case of any such proceeding instituted against any Obligor or any
Subsidiary, such proceeding is not dismissed or stayed within thirty (30) days
of
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the commencement thereof, provided that the Bank shall not be obligated to
advance additional funds during such period); (iv) any assignment by any Obligor
or any Subsidiary for the benefit of creditors, or any levy, garnishment,
attachment or similar proceeding is instituted against any property of any
Obligor or any Subsidiary held by or deposited with the Bank; (v) a default with
respect to any other indebtedness of any Obligor or any Subsidiary for borrowed
money exceeding $50,000, if the effect of such default is to cause or permit the
acceleration of such debt; (vi) the commencement of any foreclosure or
forfeiture proceeding, execution or attachment against any collateral securing
the obligations of any Obligor to the Bank; (vii) the entry of a final judgment
against any Obligor or any Subsidiary in an amount exceeding $50,000 and the
failure of such Obligor or Subsidiary to discharge the judgment within ten (10)
days of the entry thereof; (viii) in the event that this Note or any guarantee
executed by any Guarantor is secured, the failure of any Obligor to provide the
Bank with additional collateral if in the opinion of the Bank at any time or
times, the market value of any of the collateral securing this Note or any
guarantee has depreciated; (ix) any material adverse change in the business,
assets, operations, financial condition or results of operations of Obligors and
Subsidiaries in the aggregate; (x) the Borrower or any Subsidiary ceases doing
business as a going concern; (xi) the revocation or attempted revocation, in
whole or in part, of any guarantee by any Guarantor; (xii) the death or legal
incompetency of any individual Obligor or, if any Obligor is a partnership, the
death or legal incompetency of any individual general partner; (xiii) any
representation or warranty made by any Obligor to the Bank in any Loan Document,
or any other documents now or in the future securing the obligations of any
Obligor to the Bank, is false, erroneous or misleading in any material respect;
or (xiv) the failure of any Obligor to observe or perform any covenant or other
agreement with the Bank contained in any Loan Document or any other documents
now or in the future securing the obligations of any Obligor to the Bank. As
used herein, (A) the term "Obligor" means any Borrower, any "Guarantor" (meaning
any guarantor of the obligations of the Borrower to the Bank existing on the
date of this Note or arising in the future), and any "Pledgor" (meaning any
party which has pledged equity in any foreign Subsidiary of Borrower as
collateral security for this Note) and (B) the term "Subsidiary" has the meaning
given to such term is the Loan Agreement and includes all Subsidiaries of the
Borrower.
Upon the occurrence of an Event of Default: (a) the Bank shall be under no
further obligation to make advances hereunder; (b) if an Event of Default
specified in clause (iii) or (iv) above shall occur, the outstanding principal
balance and accrued interest hereunder together with any additional amounts
payable hereunder shall be immediately due and payable without demand or notice
of any kind; (c) if any other Event of Default shall occur, the outstanding
principal balance and accrued interest hereunder together with any additional
amounts payable hereunder, at the option of the Bank and without demand or
notice of any kind, may be accelerated and become immediately due and payable;
(d) at the option of the Bank, this Note will bear interest at the Default Rate
from the date of the occurrence of the Event of Default; and (e) the Bank may
exercise
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from time to time any of the rights and remedies available to the Bank under the
Loan Documents or under applicable law.
9. Power to Confess Judgment. The Borrower hereby empowers any attorney of any
court of record, after the occurrence of any Event of Default hereunder, to
appear for the Borrower and, with or without complaint filed, confess judgment,
or a series of judgments, against the Borrower in favor of the Bank or any
holder hereof for the entire principal balance of this Note, all accrued
interest and all other amounts due hereunder, together with costs of suit and an
attorney's commission of the greater of ten percent (10%) of such principal and
interest or $1,000 added as a reasonable attorney's fee, and for doing so, this
Note or a copy verified by affidavit shall be a sufficient warrant. The Borrower
hereby forever waives and releases all errors in said proceedings and all rights
of appeal and all relief from any and all appraisement, stay or exemption laws
of any state now in force or hereafter enacted. Interest on any such judgment
shall accrue at the Default Rate.
No single exercise of the foregoing power to confess judgment, or a series of
judgments, shall be deemed to exhaust the power, whether or not any such
exercise shall be held by any court to be invalid, voidable, or void, but the
power shall continue undiminished and it may be exercised from time to time as
often as the Bank shall elect until such time as the Bank shall have received
payment in full of the debt, interest and costs.
10. Right of Setoff. In addition to all liens upon and rights of setoff against
the money, securities or other property of the Borrower given to the Bank by
law, the Bank shall have, with respect to the Borrower's obligations to the Bank
under this Note and to the extent permitted by law, a contractual possessory
security interest in and a contractual right of setoff against, and the Borrower
hereby assigns, conveys, delivers, pledges and transfers to the Bank all of the
Borrower's right, title and interest in and to, all deposits, moneys, securities
and other property of the Borrower now or hereafter in the possession of or on
deposit with, or in transit to, the Bank whether held in a general or special
account or deposit, whether held jointly with someone else, or whether held for
safekeeping or otherwise, excluding, however, all IRA, Xxxxx, and trust
accounts. Every such security interest and right of setoff may be exercised
without demand upon or notice to the Borrower. Every such right of setoff shall
be deemed to have been exercised immediately upon the occurrence of an Event of
Default hereunder without any action of the Bank, although the Bank may enter
such setoff on its books and records at a later time.
11. Miscellaneous. No delay or omission of the Bank to exercise any right or
power arising hereunder shall impair any such right or power or be considered to
be a waiver of any such right or power, nor shall the Bank's action or inaction
impair any such right or power. The Borrower agrees to pay on demand, to the
extent permitted by law, all costs and expenses incurred by the Bank in the
enforcement of its rights in this Note and in any security therefor, including
without limitation reasonable fees and expenses of the
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Bank's counsel. If any provision of this Note is found to be invalid by a court,
all the other provisions of this Note will remain in full force and effect. The
Borrower and all other makers and indorsers of this Note hereby forever waive
presentment, protest, notice of dishonor and notice of non-payment. The Borrower
also waives all defenses based on suretyship or impairment of collateral. If
this Note is executed by more than one Borrower, the obligations of such persons
or entities hereunder will be joint and several. This Note shall bind the
Borrower and its heirs, executors, administrators, successors and assigns, and
the benefits hereof shall inure to the benefit of the Bank and its successors
and assigns.
This Note has been delivered to and accepted by the Bank and will be deemed to
be made in the State where the Bank's office indicated above is located. THIS
NOTE WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE BANK AND THE
BORROWER DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE THE BANK'S
OFFICE INDICATED ABOVE IS LOCATED, EXCLUDING ITS CONFLICT OF LAWS RULES. The
Borrower hereby irrevocably consents to the exclusive jurisdiction of any state
or federal court for the county or judicial district where the Bank's office
indicated above is located, and consents that all service of process be sent by
nationally recognized overnight courier service directed to the Borrower at the
Borrower's address set forth herein and service so made will be deemed to be
completed on the business day after deposit with such courier; provided that
nothing contained in this Note will prevent the Bank from bringing any action,
enforcing any award or judgment or exercising any rights against the Borrower
individually, against any security or against any property of the Borrower
within any other county, state or other foreign or domestic jurisdiction. The
Borrower acknowledges and agrees that the venue provided above is the most
convenient forum for both the Bank and the Borrower. The Borrower waives any
objection to venue and any objection based on a more convenient forum in any
action instituted under this Note.
12. WAIVER OF JURY TRIAL. THE BORROWER IRREVOCABLY WAIVES ANY ALL RIGHTS THE
BORROWER MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY
NATURE RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS
NOTE OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE BORROWER
ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.
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The Borrower acknowledges that it has read and understood all the provisions of
this Note, including the confession of judgment and waiver of jury trial, and
has been advised by counsel as necessary or appropriate.
WITNESS the due execution hereof as a document under seal, as of the date first
written above, with the intent to be legally bound hereby.
[CORPORATE SEAL] NUMEREX CORP.
Attest: /s/Xxxxxx Xxxxxxx By: /s/Xxxxxxx X. XxXxx
------------------------- ---------------------------
Print Name: Xxxxxx Xxxxxxx Print Name: Xxxxxxx X. XxXxx
-------------------- -------------------
Title: Title:
--------------------------- -------------------------
[CORPORATE SEAL] DCX SYSTEMS, INC.
Attest: /s/Xxxxxx Xxxxxxx By: /s/Xxxxxxx X. XxXxx
------------------------- ---------------------------
Print Name: Xxxxxx Xxxxxxx Print Name: Xxxxxxx X. XxXxx
-------------------- -------------------
Title: Title:
--------------------------- -------------------------
[CORPORATE SEAL] DIGILOG INC.
Attest: /s/Xxxxxx Xxxxxxx By: /s/Xxxxxxx X. XxXxx
------------------------- ---------------------------
Print Name: Xxxxxx Xxxxxxx Print Name: Xxxxxxx X. XxXxx
-------------------- -------------------
Title: Title:
--------------------------- -------------------------
[CORPORATE SEAL] NUMEREX INVESTMENT CORP.
Attest: /s/Xxxxxx Xxxxxxx By: /s/Xxxxxxx X. XxXxx
------------------------- ---------------------------
Print Name: Xxxxxx Xxxxxxx Print Name: Xxxxxxx X. XxXxx
-------------------- -------------------
Title: Title:
--------------------------- -------------------------
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EXHIBIT A
Pricing Grid(1)
===================================================================================================================================
LEVEL I LEVEL II
-----------------------------------------------------------------------------------------------------------------------------------
Basis for Pricing Consolidated Net Income is less than $5,000,000 Consolidated Net Income is equal to or greater
than $5,000,000
-----------------------------------------------------------------------------------------------------------------------------------
Commitment Fee 25 13
-----------------------------------------------------------------------------------------------------------------------------------
Euro-Rate plus 125 100
-----------------------------------------------------------------------------------------------------------------------------------
Prime Rate minus 25 50
===================================================================================================================================
(1) All prices are expressed in basis points per annum; basis points in
"Euro-Rate" and "Prime Rate" rows represent margins added to or subtracted
from those rates in computing the interest rate(s) payable on the amounts
outstanding under this Note. Pricing levels are determined quarterly on the
basis of the Borrower's "Consolidated Net Income" as set forth in the
compliance certificates submitted under the Loan Agreement. Changes in
pricing levels will become effective on the fifth Business Day following
the Bank's receipt of a compliance certificate indicating a change in the
Borrower's Consolidated Net Income which requires a change in pricing
level. Pricing will be at level I from the Closing Date until any change is
necessitated by the Borrower's Consolidated Net Income for the quarter
ending January 31, 1997.
(2) "Consolidated Net Income" means the consolidated net income of NumereX
Corp. and its subsidiaries measured at the end of each fiscal quarter for
the previous four fiscal quarters.
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