Exhibit A-1
-----------------COMPANY
PROMISSORY NOTE
Dated: --------------------
FOR VALUE RECEIVED, ______________________COMPANY, a corporation
(herein called the "Company"), hereby promises to pay to the order of ________
(the "Bank), the principal sum of _____________________million dollars ($ )____
or, if less, the aggregate unpaid principal balance of all borrowings by the
Company from the Bank under this Note as indicated on the grid attached hereto,
and to pay interest (calculated on the basis of a year of 360 days and the
actual number of days elapsed) on the unpaid principal balance from the date of
each borrowing hereunder until paid in full at such rate or rates and payable
on such date or dates as the Company and the Bank shall mutually agree upon.
The unpaid principal of this Note shall be due and payable on such date or
dates as the Company and the Bank shall mutually agree upon. Any principal not
paid when due shall bear interest from maturity until paid in full at a per
annum rate equal to 2% plus the rate of interest from time to time announced by
the Bank at its principal office as its reference rate, such interest to be
payable on demand and upon payment in full of such principal.
Payment of principal and interest on this Note shall be made in lawful
money of the United States of America to the account of the Bank at its
principal office in ________, or at such other place within the United States
of America as the Bank may from time to time designate on not less than ten
days notice in writing to the Company. If any such payment of principal or
interest would be otherwise due and payable on a Saturday, Sunday or other day
on which commercial banks in ___________________are authorized by law to close,
such payment shall be due and payable on the next succeeding business day and
such extension of time shall in such case be included in computing interest, if
any, in connection with such payment.
The principal of this Note may not be prepaid by the Company.
The Bank shall endorse all borrowings made by the Company under this
Note and all payments of principal of such borrowings on the grid attached
hereto and made a part hereof but no failure to make or any error in making such
endorsement shall affect the obligations of the Company hereunder.
-2-
If any of the following events of default shall occur and be
continuing:
(a) the Company fails to make or cause to be made any payment of
principal of this Note when due; or
(b) the Company fails to make or cause to be made any payment of
interest on this Note within five (5) days of when due; or
(c) a receiver, liquidator or trustee of the Company or of all or
a substantial part of its assets is appointed by court order
and such order remains in effect for more than 60 days; or a
petition is filed against the Company under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt,
dissolution or liquidation law of any jurisdiction, whether
now or hereafter in effect, and is not dismissed or stayed
within 60 days after such filing; or
(d) the Company files a petition in voluntary bankruptcy or
seeking relief under any provision of any bankruptcy,
reorganization, arrangement, insolvency, readjustment or debt,
dissolution or liquidation law of any jurisdiction, whether
now or hereafter in effect, or consents to the filing of any
petition against it under any such law; or
(e) the Company makes an assignment for the benefit of its
creditors, or admits in writing its inability to pay its debts
generally as they become due, or consents to the appointment
of a receiver, trustee or liquidator of the Company, or of all
or a substantial part of its assets;
then the Bank may exercise any right, power or remedy permitted to it by law and
shall have, in particular, without limiting the generality of the foregoing, the
right, by written notice given to the Company, to declare the unpaid principal
and all interest accrued on this note then outstanding to be, and the same shall
thereupon become, forthwith due and payable without any presentment, demand,
protest or further notice of any kind, all of which are expressly waived.
The Bank may from time to time enter into participation agreements and
pursuant thereto assign its rights under this Note. All amounts payable by the
Company under this Note shall be determined as if the Bank had not entered into
any such participation agreement.
-3-
This Note shall be governed by and construed in accordance with the
laws of the State of ________________________.
_______________________________ COMPANY
By:
Title:
Attest:
Title:
