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| ADDENDUM TO REVOLVING LINE OF CREDIT NOTE, DATED _________(M,D,Y) ("ORIGINAL NOTE") BETWEEN BBB COMPANY AN _________ CORPORATION("BORROWER") AND AAA A NATIONAL BANKING ASSOCIATION("BANK") IN THE ORIGINAL PRINCIPAL AMOUNT OF $,_________. |
This Addendum is hereby incorporated into the Original Note as if fully set forth therein. This Addendum and the Original Note shall be read together as a consistent agreement. To the extent of any necessary inconsistency between the two, however, the terms and provisions of this Addendum shall control. The integrated agreement of the Original Note and this Addendum is herein called the Note.
SECTION 1 RECITALS.
1.1 In the Revolving Line of Credit Loan Agreement, dated _________(M,D,Y) ("LOAN AGREEMENT"), between Borrower and Bank, Bank has agreed to extend to Borrower credit up to $,_________. Borrower may obtain advances (individually an "ADVANCE" and collectively the "ADVANCES") as provided in the Loan Agreement.
1.2 Interest on Advances, as provided in the Note, is at the rate per annum ("VARIABLE RATE") equal to sum of (i) one quarter percent (0.25%) and (ii) the rate per annum most recently publicly announced by Bank, or its successors, in _________(CITY), _________(STATE), as its "prime rate", as in effect from time to time. The Variable Rate will change on each day that the "prime rate" changes. The "prime rate" is not necessarily the best or lowest rate offered by Bank, and Bank may lend to its customers at rates that are at, above, or below its "prime rate".
1.3 The purpose of this Addendum is to provide for some or all Advances to bear interest at a fixed rate at the election of Borrower, all as more specifically provided in this Addendum.
SECTION 2 DEFINITIONS. As used in the Note:
"BUSINESS DAY" means a day of the year on which banks are not required or authorized to close in _________(CITY), _________(STATE), and, with respect to a Fixed Rate Loan, a day on which dealings are carried on in the London interbank market.
"FIXED RATE" means the rate per annum equal to the sum of (i) two and one-half percent (2.50%) per annum, and (ii) the rate of interest determined by Bank, based on Telerate System reports (Page 3807) or such other source as may be selected by Bank, to be the rate at which deposits in United States dollars are offered by major banks in London, England, to other major banks in the London interbank market at _________ a.m. (London, England, local time) on the first day of the Interest Period for the period in the London interbank market equal to or next greater than the Interest Period.
"FIXED RATE LOAN" means a Loan that bears or is requested to bear interest at the Fixed Rate.
"INTEREST PERIOD" means, for each Fixed Rate Loan, the period commencing on the date selected by Borrower and ending on the last day of the period selected by Borrower as provided herein and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by Borrower as provided herein. The duration of each Interest Period shall be thirty (30), sixty (60), or ninety (90) days, as selected by Borrower as provided herein, provided, however, that:
(a) Interest Periods commencing on the same date shall be of the same duration;
(b) Whenever the last day of an Interest Period would otherwise occur on a day other than a Business Day, the last day of the Interest Period shall be extended to occur on the next succeeding Business Day, provided, however, that if the extension would cause the last day of the Interest Period to occur in the next following calendar month, the last day of the Interest Period shall occur on the next preceding Business Day;
(c) No Interest Period shall extend beyond the Maturity Date; and
(d) As to a Fixed Rate Loan less than $,_________, the Interest Period must start on a Business Day that is one of the last five (5) days of a calendar month.
"LOAN" means a Fixed Rate Loan or a Variable Rate Loan.
"MATURITY DATE" means _________(M,D,Y).
"VARIABLE RATE LOAN" means a Loan that bears or that is requested to bear interest at the Variable Rate.
SECTION 3 INTEREST RATE.
3.1 Except to the extent that unpaid Advances bear interest at the Fixed Rate, interest shall accrue on unpaid Advances at the Variable Rate.
3.2 In connection with any Advance, Borrower may elect on any Business Day, upon notice that is received by Bank not later than _________ p.m. (_________(CITY), _________(STATE), local time) on such Business Day, that such Advance shall be a Fixed Rate Loan (defined below). Each such notice shall specify (i) the date of such Advance, (ii) the amount of such Advance, and (iii) the Interest Period . In addition, Borrower may on any Business Day, upon notice that is received by Bank not later than 12:00 p.m. (_________(CITY), _________(STATE) local time) on such Business Day, convert any amount previously advanced under the Loan Agreement from one type of Loan into the other type of Loan or continue a Fixed Rate Loan as a Fixed Rate Loan for a new Interest Period, provided, that Borrower may make an election to convert a Fixed Rate Loan to a Variable Rate Loan or to continue a Fixed Rate Loan as a Fixed Rate Loan only on the last day of the Interest Period. Each such notice of conversion or continuation shall specify (i) the date of such conversion or continuation, (ii) the amount to be converted or continued, and (iii) if applicable, the Interest Period. Any Advance not complying with the foregoing requirements for an Advance bearing interest at the Fixed Rate shall bear interest at the Variable Rate. Any Fixed Rate Loan not continued as a Fixed Rate Loan in compliance with the foregoing requirements shall, after the end of the Interest Period, bear interest at the Variable Rate, whether or not Borrower has elected to convert the Fixed Rate Loan to a Variable Rate Loan.
3.3 Each Fixed Rate Loan shall bear interest, during the Interest Period for such Fixed Rate Loan, at the Fixed Rate.
3.4 Interest at the Variable Rate shall be computed on the basis of a 365 day year and accrue on a daily basis for the actual number of days elapsed. Interest at the Fixed Rate shall be computed on the basis of a 360 day year and shall accrue on a daily basis for the actual number of days elapsed.
3.5 Notwithstanding any provision of the Loan Agreement to the contrary:
3.5.1 Bank shall be entitled to fund and maintain its funding of all or any part of any Fixed Rate Loan in any manner it sees fit.
3.5.2 If prior to the commencement of any Interest Period, Bank determines by reason of circumstances affecting the London interbank market, adequate and reasonable means do not exist for ascertaining the Fixed Rate for such Interest Period in the manner provided in the definition of "Fixed Rate", then Bank shall promptly give notice thereof to Borrower and the respective amount as to which Borrower has requested the Fixed Rate shall bear interest at the Variable Rate.
3.5.3 A Fixed Rate Loan must be in a minimum amount of $,_________. If at any time a Fixed Rate Loan becomes less than $,_________, Bank, at its option, may convert the Fixed Rate Loan to a Variable Rate Loan.
SECTION 4 PREPAYMENT AND CONVERSION PREMIUM. Borrower may prepay the outstanding principal balance hereof, in whole or in part, at any time prior to the Maturity Date. With any such prepayment of a Fixed Rate Loan or with a conversion election of a Fixed Rate Loan to a Variable Rate Loan, in either case other than on the last Business Day of the Interest Period for such Fixed Rate Loan ("INTEREST PERIOD TERMINATION DATE") (whether made voluntarily or involuntarily as a result of an acceleration of the Maturity Date or otherwise), Borrower shall also pay (a) all accrued and unpaid interest on the principal being prepaid, (b) all Other Amounts then due, and (c) a prepayment premium, if any, equal to the product of (i) the Average Lost Monthly Interest Income and (ii) the number of months from the date of prepayment to the Interest Period Termination Date (with any fraction of a month counted as a month), discounted to present value at the Discount Rate over a period equal to one-half of the number of months in (ii) above. At the option of Bank, in its absolute and sole discretion, any prepayment shall be applied to installments coming due under the Note in the inverse order of their due dates.
As used in this SECTION 4:
"AVERAGE LOST MONTHLY INTEREST INCOME" means the amount determined by dividing (i) the product of the Average Principal and the Lost Rate, by (ii) 12, where:
"AVERAGE PRINCIPAL" means the amount equal to either (i) one half the sum of (A) the amount of principal being prepaid and (B) the amount of principal that is scheduled to be due on the Interest Period Termination Date ("BALLOON AMOUNT"), or (ii) the amount of principal being prepaid, if such amount is less than the Balloon Amount; and
"LOST RATE" means the rate per annum equal to the percentage, if any, by which (i) the yield to maturity of United States Treasury debt obligations having a maturity date nearest to the Interest Period Termination Date ("TREASURY OBLIGATIONS") determined as of the first day of the respective Interest Period exceeds (ii) the yield to maturity of Treasury Obligations determined on the date of prepayment.
"DISCOUNT RATE" means the rate per annum equal to the yield to maturity of Treasury Obligations determined on the date of prepayment.
"OTHER AMOUNTS" means all amounts payable by Borrower to Bank under this Note and all other documents related to any indebtedness of Borrower to Bank.
The maturity date and yield to maturity of Treasury Obligations shall be determined by Bank, in its absolute and sole discretion, on the basis of quotations published in The Wall Street Journal or other comparable sources.
IN WITNESS WHEREOF, this Addendum is executed and appended to the Original Note as of the date thereof.
| DATED _________(M,D,Y) BBB COMPANY an _________(STATE) corporation By:/s/ _________ Name: _________ Title: _________ |