Exhibit 10-27
XXXXX FARGO BANK TERM NOTE
$375,000.00 West Covina,
California
June 1, 1998
FOR VALUE RECEIVED, the undersigned AUTO-GRAPHICS, INC, ("Borrower")
promises to pay to the order of XXXXX FARGO BANK, NATIONAL ASSOCIATION
("Bank") at this office at San Xxxxxxx Valley RCBO, 0000 Xxxxx Xxxxx,
Xxxxx 000, Xxxx Xxxxxx, XX 00000, or at such other place as the holder
hereof may designate, in lawful money of the United States of America
and in immediately available funds, the principal sum of $375,000.00,
with interest thereon as set forth herein.
INTEREST:
(a) Interest. The outstanding principal balance of this Note shall
bear interest (computed on the basis of a 360-day year, actual days
elapsed) at a rate per annum equal to the Prime Rate in effect from time
to time. The "Prime Rate" is a base rate that Bank from time to time
establishes and which serves as the basis upon which effective rates of
interest are calculated for those loans making reference thereto. Each
change in the rate of interest hereunder shall become effective on the
date each Prime Rate change is announced within Bank.
(b) Payment of Interest. Interest accrued on this Note shall be
payable on the 1st day of each month, commencing July 1, 1998.
(c) Default Interest. From and after the maturity date of this
Note, or such earlier date as all principal owing hereunder becomes due
and payable by acceleration or otherwise, the outstanding principal
balance of this Note shall bear interest until paid in full at an
increased rate per annum (computed on the basis of a 360-day year,
actual days elapsed) equal to 4% above the rate of interest from time to
time applicable to this Note.
REPAYMENT AND PREPAYMENT:
(a) Repayment. Principal shall be payable on the 1st day of each
month in installments of $31,250.00 each, commencing July 1, 1999, and
continuing up to and including May 1, 2000, with a final installment
consisting of all remaining unpaid principal due and payable in full on
June 1, 2000.
(b) Application of Payments. Each payment made on this Note shall be
credited first to any interest then due and second, to the outstanding
principal balance hereof.
(c) Prepayment. Borrower may prepay principal on this Note at any
time, in any amount and without penalty. All prepayments of principal
shall be applied on the most remote principal installment or
installments then unpaid.
EVENTS OF DEFAULT:
This Note is made pursuant to and is subject to the terms and
conditions of that certain Credit Agreement between Borrower and Bank
dated as of May 12, 1997, as amended from time to time (the "Credit
Agreement"). Any default in the payment of performance of any
obligation under this Note, or any defined event of default under the
Credit Agreement, shall constitutes and "Event of Default" under this
Note.
MISCELLANEOUS:
(a) Remedies. Upon the occurrence of any Event of Default as defined
in the Credit Agreement, the holder of this Note, at the holder's
option, may declare all sums of principal and interest outstanding
hereunder to be immediately due and payable without presentment, demand,
notice of nonperformance, notice of protest, protest or notice of
dishonor, all of which are expressly waived by each Borrower, and the
obligation, if any, of the holder to extend any further credit hereunder
shall immediately cease and terminate. Each Borrower shall pay to the
holder immediately upon demand the full amount of all payments,
advances, charges, costs and expenses, including reasonable attorneys
fees (to include outside counsel fees and all allocated costs of the
holder's in-house counsel), expended or incurred by the holder in
connection with the enforcement of the holder's rights and/or
the collection of any amounts which become due to the holder under this
Note, and the prosecution or defense of any action in any way related to
this Note, including without limitation, any action for declaratory
relief, whether incurred at the trial or appellate level, in an
arbitration proceeding or otherwise, and including any of the foregoing
incurred in connection with any bankruptcy proceeding (including without
limitation, any adversary proceeding, contested matter or motion brought
by Bank or any other person) relating to any Borrower or any other
person or entity.
(b) Obligations Joint and Several. Should more than one person or
entity sign this Note as a Borrower, the obligations of each such
Borrower shall be joint and several.
(c) Governing Law. This Note shall be governed by and construed in
accordance with the laws of the state of California.
IN WITNESS WHEREOF, the undersigned has executed this Note as of the
date first written above.
AUTO-GRAPHICS, Inc.
By: ss/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
President
