REVOLVING LINE OF CREDIT NOTE
$1,000,000.00 Phoenix, Arizona
December 11, 1996
FOR VALUE RECEIVED, the undersigned STRATFORD AMERICAN CORPORATION, an
Arizona corporation, and STRATFORD AMERICAN CAR RENTAL SYSTEMS, INC., an Arizona
corporation (collectively, individually, jointly and severally, the
"Borrower"),promises to pay to the order of IMPERIAL BANK ("Bank") at its office
at Lending Services, Xx. 0000, 0000 Xxxxx Xx Xxxxxxx Xxxxxxxxx, Xxxxxxxxx,
Xxxxxxxxxx 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 One Million Dollars ($1,000,000.00), or so much thereof as
may be advanced and be outstanding, with interest thereon, to be computed on
each advance from the date of its disbursement (computed on the basis of a
360-day year, actual days elapsed) at a fluctuating rate per annum one and
one-half percent (1.50%) above the Prime Rate in effect from time to time.
A. DEFINITIONS:
As used herein, the following terms shall have the meanings set forth
after each:
1. "Business Day" means any day except a Saturday, Sunday or any other
day designated as a holiday under Federal or Arizona statute or regulation.
2. "Prime Rate" means at any time the rate of interest most recently
announced within Bank at its principal office as its Prime Rate, with the
understanding that the Prime Rate is one of Bank's base rates and serves as the
basis upon which effective rates of interest are calculated for those loans
making reference thereto, and is evidenced by the recording thereof after its
announcement in such internal publication or publications as Bank may designate.
B. INTEREST; PRINCIPAL; LATE CHARGE:
1. Payment of Interest/Principal. Interest accrued on this Note shall
be payable on the first day of each month, commencing January, 1997. In
addition, Borrower shall make such principal payments as set forth in Section
1.2(c) of the Credit Agreement.
2. 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 five percent (5%) above
the interest rate in effect from time to time.
3. Late Charge. If any payment of interest and/or principal is not
received by the holder hereof when such payment is due, then in addition to the
remedies conferred upon the holder hereof and
the other loan documents, a late charge of five percent (5%) of the amount of
the installment due and unpaid will be added to the delinquent amount to
compensate the holder hereof for the expense of handling the delinquency for any
payment past due in excess of fifteen (15) days, regardless of any notice and
cure periods.
X. XXXXXXXXX AND REPAYMENT:
1. Borrowing and Repayment. Borrower may from time to time during the
term of this Note borrow, partially or wholly repay its outstanding borrowings,
and reborrow, subject to all of the limitations, terms and conditions of this
Note and of any document executed in connection with or governing this Note;
provided however, that the total outstanding borrowings under this Note shall
not at any time exceed the principal amount stated above. The unpaid principal
balance of this obligation at any time shall be the total amounts advanced
hereunder by the holder hereof less the amount of principal payments made hereon
by or for any Borrower, which balance may be endorsed hereon from time to time
by the holder. The outstanding principal balance of this Note shall be due and
payable in full on December 11, 1998.
2. Advances. Advances hereunder, to the total amount of the principal
sum stated above, may be made by the holder at the oral or written request of
(a) Xxx X. Xxxxxx or Xxxxx X. Xxxxx, any one acting alone, who are authorized to
request advances and direct the disposition of any advances until written notice
of the revocation of such authority is received by the holder at the office
designated above, or (b) any person, with respect to advances deposited to the
credit of any account of any Borrower with the holder, which advances, when so
deposited, shall be conclusively presumed to have been made to or for the
benefit of each Borrower regardless of the fact that persons other than those
authorized to request advances may have authority to draw against such account.
The holder shall have no obligation to determine whether any person requesting
an advance is or has been authorized by any Borrower.
3. 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.
4. Prepayment.
(a) Borrower may prepay principal at any time, in any amount and
without penalty.
D. EVENTS OF DEFAULT:
The occurrence of any of the following shall constitute an "Event of
Default" under this Note:
1. The failure to pay any principal, interest, fees or other charges
when due hereunder or under any contract, instrument or document executed in
connection with this Note and the expiration of five (5) days after written
notice from Bank to Borrower of such failure.
2.
2. The filing of a petition by or against any Borrower, any guarantor
of this Note or any general partner or joint venturer in any Borrower which is a
partnership or a joint venture (with each such guarantor, general partner and/or
joint venturer referred to herein as a "Third Party Obligor") under any
provisions of the Bankruptcy Reform Act, Title 11 of the United States Code, as
amended or recodified from time to time, or under any similar or other law
relating to bankruptcy, insolvency, reorganization or other relief for debtors;
the appointment of a receiver, trustee, custodian or liquidator of or for any
part of the assets or property of any Borrower or Third Party Obligor; any
Borrower or Third Party Obligor becomes insolvent, makes a general assignment
for the benefit of creditors or is generally not paying its debts as they become
due; or any attachment or like levy on any property of any Borrower or Third
Party Obligor.
3. The death or incapacity of any individual Borrower or Third Party
Obligor, or the dissolution or liquidation of any Borrower or Third Party
Obligor which is a corporation, partnership, joint venture or other type of
entity.
4. Any default in the payment or performance of any obligation, or any
defined event of default, under any provisions of any contract, instrument or
document pursuant to which any Borrower or Third Party Obligor has incurred any
obligation for borrowed money, any purchase obligation, or any other liability
of any kind to any person or entity, including the holder, including the
expiration of all applicable notice and cure periods.
5. Any financial statement provided by any Borrower or Third Party
Obligor to Bank proves false.
6. Any sale or transfer of all or a substantial or material part of the
assets of any Borrower or Third Party Obligor other than in the ordinary course
of its business.
7. Any violation or breach of any provision of, or any defined event of
default under, any addendum to this Note or any loan agreement, guaranty,
security agreement, deed of trust or other document executed in connection with
or securing this Note, including the expiration of all applicable notice and
cure periods.
E. MISCELLANEOUS:
1. Remedies. Upon the occurrence of any Event of Default, 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, 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), incurred by the holder in connection with the enforcement of the
3.
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, and including any of the foregoing incurred in connection with any
bankruptcy proceeding relating to any Borrower.
2. 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.
3. Governing Law. The indebtedness evidenced hereby shall be payable in
lawful money of the United States. In any action brought under or arising out of
this Note, each obligor, including successor(s) or assign(s) hereby consents to
the application of California law, with the exception of provisions on conflicts
of laws, to the jurisdiction of any competent court within the State of
California, and to service of process by any means authorized by California law.
STRATFORD AMERICAN CORPORATION,
an Arizona corporation
By: /s/ Xxx X. Xxxxxx
-----------------------------
Title: President
---------------------------
STRATFORD AMERICAN CAR RENTAL
SYSTEMS, INC., an Arizona
corporation
By: /s/ Xxx X. Xxxxxx
-----------------------------
Title: President
---------------------------
4.
