REVOLVING CREDIT NOTE
Officer No. _______ Note No. ________
$5,000,000.00 31 October, 1997
City of Xxxxxxxx, State of Kentucky
On or before the Maturity Date below, 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., a
Kentucky banking corporation, at 0000 Xxxxxxxxxx Xxxx,
Xxxxxxxx, Xxxxxxxx 00000 (hereinafter referred to as "Bank")
the sum of FIVE MILLION DOLLARS ($5,000,000.00) or such
portion thereof as may have been advanced hereunder
(hereinafter referred to as the "Borrowing") plus interest
as provided herein, less such amounts as shall have been
repaid in accordance with this Note. The outstanding
balance of this Note will appear on a supplemental bank
record and is not necessarily the face amount of this Note.
Such record shall be conclusive as to the balance due of
this Note at any time, absent manifest error.
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.
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(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
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.
Interest shall be computed based on a year of 360 days and
charged for the actual number of days elapsed.
The principal outstanding under this Note shall initially
bear interest at the Prime Minus Rate. Thereafter, except
as provided in the immediately succeeding paragraphs, the
principal shall continue to bear interest at the Prime Minus
Rate.
The Borrower shall have the option to convert the interest
rate to either the 30 Day Rate, the 60 Day Rate or the 90
Day Rate by notifying the Bank in writing of its decision to
convert the interest rate and the selected interest rate
(the "Conversion Notice"). Said Conversion Notice must be
received by the Bank on the applicable Interest Rate
Determination Date. 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 rate 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 at the end
of a 90-day period, the Borrower elects to convert the
interest rate from the 90 Day 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, back to
the 90 Day Rate or the Prime Minus 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.
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"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
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.
Prior to October 1, 1998 (the "Maturity Date"), Bank may
lend to the Borrower such amounts as may from time to time
be requested by the Borrower in accordance with the terms
and conditions of that certain loan agreement entered into
by and between the Borrower and the Bank dated October 31,
1997 (the "Loan Agreement") provided that the principal
amount borrowed shall not at any time exceed the Borrowing
and further provided that no Event of Default as defined
herein shall exist.
Principal shall be due and payable in accordance with
Section 3.06(b) of the Loan Agreement. Interest on the
outstanding principal shall be due and payable in accordance
with Section 3.07 of the Loan Agreement. Principal and
interest payments shall be made at the Bank's address above
unless otherwise designated by Bank in writing. 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.
To secure repayment of this Note and all modifications,
extensions, and renewals thereof, and all other Obligations
(as herein defined) of the Borrower to Bank, the Borrower
grants Bank a security interest (subject to all Permitted
Liens as set forth in the Loan Agreement) in all of the
Borrower'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,
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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, or other rights in addition to such property, all
rights to 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
Borrower and Bank dated October 31, 1997 (the "Security
Agreement") (collectively, the "Collateral"). The Borrower
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,
"Obligations") shall include this Note and each and every
liability of the Borrower 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 Borrower (other than certain non-recourse
financing provided to Borrower by The Fifth Third Leasing
Company or any other affiliate of Bank). Except as set
forth above regarding such non-recourse financing, the
Borrower 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 Borrower 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 Borrower certifies that the proceeds of this loan are to
be used for business purposes. If this Note is a renewal,
in whole or in part, of a previous Obligation, the
acceptance by Bank of this Note shall not effectuate a
payment but rather a continuation of the previous
Obligation.
Bank may charge and the Borrower agrees to pay a note
processing fee of $100.00 on the above Effective Date.
Events of Default:
This Note, and all other Obligations of the Borrower 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 any Event of Default as defined in
the Loan Agreement.
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Upon the occurrence of an Event of Default herein described
Bank may, at its option cease making advances hereunder
immediately, declare this Note and all other Obligations of
the Borrower, to be fully due and payable in their aggregate
amount together with accrued interest plus any applicable
fees and charges and exercise any or all other remedies
provided for in the Loan Agreement, the 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 Borrower
agrees to pay to Bank a late payment fee as provided for in
any loan agreement or 5% of the payment amount, whichever is
greater, with a minimum fee of $20.00. After an Event of
Default, the Borrower agrees to pay to Bank a fixed charge
of $25.00, or the Borrower 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 Borrower agrees that there are no
conditions or understandings which are not expressed in this
Note and the documents referred to herein.
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 BORROWER, 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 the
Loan Agreement.
BORROWER:
TECHNOLOGY INTEGRATION
FINANCIAL SERVICES, INC.,
a Kentucky corporation
ADDRESS 0000 Xxxxxxxxxx Xxxx By:
_________________________
Hebron, Kentucky 41048
Title: _______________________
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