April 22, 1997
Line of Credit Agreement
Xx. Xxxxxxxx X. Xxxxx
Senior Vice President & Chief Financial Officer
Xxxx, Inc.
P. X. Xxx 0000
Xxxx Xxxxx, X. X. 00000
Dear Xxxxx:
Wachovia Bank of North Carolina, N. A. ("Bank") is pleased to offer to your
company the following credit facility:
TYPE: Revolving Line of Credit
AMOUNT: Up to Four Million Dollars ($4,000,000.00)
PURPOSE: For general working capital purposes.
REPAYMENT TERMS: Interest payable monthly on the first business day of each
calendar month.
TERMINATION DATE: After closing, this line of credit will expire on May 31,
1998 ("Termination Date") provided however that the
Termination Date shall automatically be extended for an
additional three month period on each August 31, November
30, February 28, and May 31 (each an "Extension Date")
unless the Bank has notified the Borrower in writing at
least 60 days prior to an Extension Date that it will not be
so extended. In no event shall the Termination Date extend
beyond the "Termination Date" in effect under the Credit
Agreement dated April 23, 1997 between Xxxx, Inc. and
Wachovia Bank of Georgia, as Agent.
INTEREST RATE: The interest rate shall be the 30 day Adjusted London
Interbank Offered Rate ("LIBOR") plus the Applicable Margin
as defined in section 2.06 of the $125,000,000.00 Credit
Agreement between Xxxx, Inc. and Wachovia Bank of Georgia,
N.A., as Agent dated April 23, 1997. The "London Interbank
Offered Rate" means the rate per annum determined on the
basis of the offered rate for deposits in Dollars of amounts
equal or comparable to the principal amount of such
Euro-Dollar Loan offered for a term comparable to such
Interest Period, which rates appear on the Telerate Page
3750 effective as of 11:00 A.M., London time, 2 Euro-Dollar
Business Days prior to the first day of such Interest
Period, provided that if no such offered rates appear on
such page, the "London Interbank Offered Rate" for such
Interest Period will be the arithmetic average (rounded
upward, if necessary, to the next higher 1/100th of 1%) of
rates quoted by not less than 2 major banks in New York
City, selected by the Agent, at approximately 10:00 A.M.,
New York City time, 2 Euro Dollar Business Days prior to the
first day of such Interest Period, for deposits in Dollars
offered to leading European banks for a period comparable to
such Interest Period in an amount comparable to the
principal amount of such Euro-Dollar Loan.
The "Adjusted London Interbank Offered Rate" means, for any
Interest Period, a rate per annum equal to the quotient
obtained (rounded upwards, if necessary, to the next higher
1/100th of 1%) by dividing (i) the applicable London
Interbank Offered Rate for such Interest Period by (ii) 1.00
minus the Euro-Dollar Reserve Percentage.
FINANCIAL REPORTS: The following information will be required:
1. Year end audited financial statements prepared by a
certified public accounting firm acceptable to the Bank.
2. Quarterly income statements, balance sheets, and cash
flow statements.
FEES: 5,000.00 Facility fee payable upon acceptance.
OTHER CONDITIONS: This commitment is subject to the terms and conditions of
the Credit Agreement dated April 23, 1997 between Xxxx, Inc.
and Wachovia Bank of Georgia, as Agent as amended and
supplemented from time to time.
In no event shall either your company or the Bank be liable
to the other for indirect, special, or consequential damages
which may arise out of the issuance of this commitment.
Closing must occur by April 29, 1997.
All information and representations are and will be at
closing accurate.
COMMITMENT No condition or other term of this commitment may be
MODIFICATIONS: waived or modified except by a writing signed by both your
company and the Bank.
Please call me if you have any questions about the terms of this offer. If this
commitment is not accepted and returned to the Bank by April 25, 1997, this
commitment shall be null and void. To acknowledge your acceptance, please sign
below and return to me. We look forward to working with you.
Very truly yours,
Xxxx X. Xxxxxxxx
Senior Vice President
ACCEPTED THIS ________ DAY OF __________________, 1997:
XXXX, INC.
BY:___________________________________
TITLE: Senior Vice President and Chief Financial Officer
