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EXHIBIT 10.15
BORROWING FACILITY AGREEMENT C-130J PROGRAM
BY AND BETWEEN BRITISH AEROSPACE FINANCE, INC. AS LENDER
AND REFLECTONE, INC. AS BORROWER
DATED NOVEMBER 20, 1996
British Aerospace Finance Inc. ("BAFI") doing business at Washington
Technology Park, Suite 200, 15000 Conference Xxxxxx Xxxxx, Xxxxxxxx 00000-0000,
hereby agrees to make available to Reflectone, Inc.("Reflectone") doing
business at 0000 Xxxxx Xxxx Xxxxxxxxx, Xxxxx, Xxxxxxx 00000, a Facility for
short term advances (each advance a "Drawing") up to the equivalent of
US$40,000,000 (Forty Million United States Dollars) ("the Facility").
SECTION 1. TERMS OF DRAWINGS
Each Drawing will be for a Term as defined herein and as agreed
between BAFI and Reflectone but which Term shall not extend beyond the
Termination Date as defined herein. Each Drawing will be in United States
Dollars or such other currency as is acceptable to BAFI and Reflectone and will
be subject to the availability to BAFI of the currency concerned. Total
Drawing shall be limited to actual costs incurred on the UK C-130J program and
shall be subject to written verification and audit. Each Drawing will be
conditional upon Reflectone's not being in default hereunder and there being no
cumulation of undeclared or unpaid dividends on Reflectone's 8% preferred
stock. Notice of Drawings is required by 11:00 a.m. New York, NY time on the
day that funds are required in U.S. Dollars, or two days prior to that date for
U.K. Pounds Sterling, or any other major foreign currency. Signed
confirmations in respect of each Drawing are required within two business days
of the date thereof.
SECTION 2. TERMINATION
The Facility shall expire on the date which is 365 days from the date
hereof ("Termination Date"). Except as provided in Section 5 hereof, all
amounts borrowed under the Facility shall be repaid in full on the Termination
Date.
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SECTION 3. RATES ON BORROWINGS
Reflectone hereby agrees to pay interest on each Drawing under the
Facility at the relevant LIBOR plus a margin of 1.50% per annum ("the Margin").
In the case of U.S. Dollar Drawings, the relevant U.S. Dollar LIBOR plus the
Margin shall apply. In the case of U.K. Pound Sterling Drawings, the relevant
U.K. Pound Sterling LIBOR plus the Margin shall apply. The relevant LIBOR rate
will be as determined by BAFI (based upon the amount of the Drawing and the
Term thereof) agreed between the parties hereto by reference to Telerate Page
3750 at 11:00 a.m. New York, NY time for U.S. Dollar Drawings and at 11:00
a.m. London, England time for U.K. Pound Sterling Drawings or any other major
foreign currency Drawings, or if the Telerate Page 3750 is not generally
available to such other reference quotation as may be agreed between the
parties hereto. Interest due in respect of Drawings made under the Facility
shall accrue from day to day commencing on the Drawing date and shall be
computed on the basis of the actual number of days elapsed using a 360 day
year, or in the case of Pound Sterling Drawings, using a 365 day year. All
payments made by Reflectone to BAFI shall be made to the order of BAFI, as
directed by BAFI, in immediately available funds.
Reflectone promises to pay interest on overdue amounts of principal
and interest (as permitted by applicable law) at a rate equal to the rate
publicly announced from time to time by Citibank, N.A. (New York) as its prime
rate plus 3% (three percent).
SECTION 4. TERM OF BORROWINGS: MINIMUM BORROWING AMOUNTS
By execution hereof, Reflectone promises to pay, at the end of each
Term as defined herein, any unpaid principal amount disbursed by BAFI to
Reflectone plus interest thereon. The term (the "Term") of any Drawing
hereunder shall be stipulated by Reflectone prior to such Drawing, and the Term
may be either 15, 30, 45, or 60 days in duration. Such Term shall apply unless
otherwise mutually agreed between the parties. Amounts repaid shall be
available for further drawing in accordance with the terms hereof.
Each U.S. Dollar Drawing shall be in an amount of not less than U.S.
$100,000 (One Hundred Thousand United States Dollars). Each U.K. Pound
Sterling Drawing shall be in an amount of not less than U.K. L.100,000 (One
Hundred Thousand U.K. Pounds Sterling). Any other major foreign currency
Drawing shall be in an equivalent amount of not less than U.K. L.100,000.
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SECTION 5. PAYMENTS
All payments of principal and interest due under the Facility shall be
made at the end of the Term for each Drawing (or earlier in the case of an
Event of Termination or a Default) without deduction or withholding for or on
account of any present or future taxes, duties or governmental charges of any
nature whatsoever imposed, levied or collected by or in or on behalf of the
United States of America or the United Kingdom or by or on behalf of any
political subdivision or authority therein having power to tax, unless such
deduction or withholding is required by law. In such event, and if the tax,
duty or charge is the result of an assessment or levy on a transaction arising
out of this Agreement, then Reflectone shall pay such additional amounts of
principal and interest as may be necessary in order to ensure that the net
amounts received by BAFI shall equal the respective amounts of principal and
interest which would have been receivable had no such deduction or withholding
been required and no such payment of any additional amount been made.
SECTION 6. EVENT OF TERMINATION
If at any time between the date hereof and the Termination Date (i)
BAe PLC, directly or indirectly, shall at any time cease to have the ability to
hold through the exercise of conversion rights and warrants, a majority
interest in Reflectone or (ii) as a result of changes in applicable law or
regulation, advances by BAFI are or may be illegal, then BAFI may give notice
of its intent to terminate this agreement. Upon the giving of such notice
BAFI's obligation to make advances hereunder shall terminate, and 60 days from
the giving of such notice all amounts of principal owing hereunder together
with accrued interest thereupon shall be payable to BAFI.
SECTION 7. REPRESENTATION AND WARRANTIES
Reflectone represents and warrants as follows as of the date hereof
and as of the date of each Drawing:
7.1 Existence. It is a corporation duly organized, validly
existing, and in good standing under the laws of the State of its
incorporation.
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7.2 Authority. It has full corporate power and authority to execute
and deliver this Agreement and to perform and observe the provisions thereof,
all of which have been duly authorized by all necessary corporate action. By
executing and delivering this Agreement and by performing and observing the
provisions thereof, it will not (a) violate any existing provisions of its
Certificate of Incorporation or By-laws or violate or otherwise become in
default under any contract, law, order, regulation, or other obligation binding
upon it, or (b) cause the creation or imposition of any lien, charge, or
encumbrance of any nature whatsoever, upon any of it's property, except as
provided herein. This Agreement has been duly authorized and executed and is
valid, enforceable, and legally binding upon Reflectone, except as such
enforcement may be limited by bankruptcy, insolvency, and other laws of general
application affecting the rights and remedies of creditors and by equitable
principles which may render certain remedies unavailable. It has all requisite
corporate power and authority to own its properties and to carry on its
business as now or proposed to be conducted.
7.3 Consents or Approvals. No consent, approval, or authorization
of, or filing, registration, or qualification with, any governmental authority
or any other person is required to be obtained by it in connection with the
execution, delivery, performance, or enforceability of this Agreement.
SECTION 8. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the
Law of the Commonwealth of Virginia.
In Witness Hereof, the parties have duly and properly executed this
Facility as of even date herewith.
For and on behalf of
BRITISH AEROSPACE FINANCE, INC. /s/M Xxxxxx
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Vice President & Treasurer
For and on behalf of
REFLECTONE, INC. /s/X X Xxxxxxxxx
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Vice President & Treasurer
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