EXHIBIT 10.25
REVOLVING CREDIT NOTE
(this "NOTE")
FOR VALUE RECEIVED, ON OR BEFORE the Termination Date (as defined in the
Credit Agreement), 1ST TECH CORPORATION, DARKHORSE SYSTEMS, INCORPORATED, and
TANISYS TECHNOLOGY, INC. (jointly and severally, "BORROWERS") promise to pay
to the order of THE CHASE MANHATTAN BANK ("Bank") at its office at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ or such other location as Bank may designate, in
immediately available funds and lawful money of the United States of America,
the sum of SIX MILLION AND NO/100THS UNITED STATES DOLLARS (U.S.
$6,000,000.00) or the aggregate unpaid amount of all advances hereunder,
whichever is lesser, plus interest on the unpaid principal balance
outstanding from time to time at a rate per annum equal to the lesser of (i)
the Stated Rate (as hereinafter defined) from time to time in effect or (ii)
the Highest Lawful Rate. If the Stated Rate at any time exceeds the Highest
Lawful Rate, the actual rate of interest to accrue on the unpaid principal
amount of this Note will be limited to the Highest Lawful Rate, but any
subsequent reductions in the Stated Rate due to reductions in the Prime Rate
will not reduce the interest rate payable upon the unpaid principal amount of
this Note below the Highest Lawful Rate until the total amount of interest
accrued on this Note equals the amount of interest which would have accrued
if the Stated Rate had at all times been in effect.
The "STATED RATE" at any time shall be the rate indicated by the following
chart:
Determining Ratio Stated Rate
----------------- -----------
Over 3.0X Prime Rate +3.0%
l.5X to 3.0X Prime Rate +2.0%
1.0X to 1.4X Prime Rate +1.5%
Less than 1.0X Prime Rate +1.0%
The "DETERMINING RATIO" on any date shall be the ratio (determined for
all Borrowers combined, as of the end of the most recently ended calendar
month) of (i) Indebtedness to (ii) Annualized EBDITA (Adjusted). Annualized
EBDITA (Adjusted) shall mean (a) for the first 11 months after May 20, 1996,
Borrowers' average combined monthly EBDITA (Adjusted) (as correctly reported
in Borrowers' Compliance Certificates in the form of Exhibit C of the Credit
Agreement) for all months reported to the date the ratio is determined, times
twelve; and (b) thereafter, the sum of Borrowers' combined monthly EBDITA
(Adjusted) (as correctly reported) for the 12 months preceding the date the
ratio is determined.
"PRIME RATE" means that rate as determined from time to time by Bank as
being its prime rate in effect at its principal office in New York City.
Without notice to Borrowers or any other Person, the Prime Rate shall change
automatically from time to time as and in the amount by which said prime rate
shall fluctuate with each such change to be effective as of the date of each
change in such prime rate. THE PRIME RATE IS A REFERENCE RATE AND DOES NOT
NECESSARILY REPRESENT THE LOWEST OR BEST RATE. BANK MAY MAKE LOANS AT RATES
OF INTEREST AT, ABOVE OR BELOW THE PRIME RATE.
This Note is the Revolving Credit Note described in Section I .1.A of
the Credit Agreement (Borrowing Base) between Borrowers and Bank dated as of
February 21, 1997 (as amended, restated and supplemented from time to time,
the "Credit Agreement" or "Agreement") and sometimes referred to therein as
the Note. Capitalized terms used in this Note have the meanings used in the
Agreement.
Accrued and unpaid interest shall be due and payable monthly, beginning
on March 31, 1997, and continuing on the last day of each month thereafter
and at Termination Date when all unpaid principal and accrued and unpaid
interest shall be finally due and payable. Borrowers must make the payments
required by Sections 1.3, 1.4 and 1.5 of the Agreement.
Interest shall be computed on the basis of the actual number of days
elapsed and a year comprised of 360 days, unless such calculation would
result in a usurious interest rate, in which case interest will be calculated
on the basis of a 365 or 366 day year, as applicable.
All past-due principal and, as permitted by applicable law, interest on
this Note, shall, at Bank's option, bear interest at the Highest Lawful Rate,
or if applicable law shall not provide for a maximum nonusurious rate of
interest, at a rate per annum equal to eighteen percent (18%).
The unpaid principal balance of this Note at any time shall be the total
amounts advanced by Bank, less the amount of all payments of principal.
Absent manifest error, the records of Bank shall be conclusive as to amounts
owed. Subject to the terms and conditions of the Agreement, Borrowers may use
all or any part of the credit provided for herein at any time before the
Termination Date.
Time is of the essence. Borrowers may at any time pay the full amount or
any part of this Note without the payment of any premium or fee. At Bank's
sole option, all payments may be applied to accrued interest, to principal,
or to both.
If any Event of Default occurs, then Bank may exercise any and all
rights and remedies under the Loan Documents, at law, in equity or otherwise.
Each and all Obligors severally waive notice, demand, presentment for
payment, notice of nonpayment, notice of intent to accelerate, notice of
acceleration, protest, notice of protest, and the filing of suit and
diligence in collecting this Note and all other demands and notices, and
consent and agree that their liabilities and obligations shall not be
released or discharged by any or all of the following, whether with or
without notice to them or any of them, and whether before or after the stated
maturity hereof: (i) extensions of the time of payment; (ii) renewals; (iii)
acceptances of partial payments; (iv) releases or substitutions of any
collateral or any Obligor; and (v) failure, if any, to perfect or maintain
perfection of any security interest in any collateral. Each Obligor agrees
that acceptance of any partial payment shall not constitute a waiver.
Bank and any subsequent owner or holder hereof reserves the right, in
its sole discretion, without notice to Borrowers, to sell participations or
assign its interest or both, in all or any part of this Note. For purposes of
this Note, any assignee or subsequent holder of this Note will be considered
the "Bank," and each successor to each Borrower will be considered a
"Borrower."
IN WITNESS WHEREOF, Borrowers have executed this Note effective as of the
Effective Date.
BORROWER: 1ST TECH CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Typed Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and CEO
BORROWER: DARKHORSE SYSTEMS, INCORPORATED
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Typed Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and CEO
BORROWER: TANISYS TECHNOLOGY, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Typed Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and CEO
BANK: THE CHASE MANHATTAN BANK
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Typed Name: ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President