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EXHIBIT 2.3
LONDON INTERBANK OFFERED RATE BORROWING AGREEMENT
THIS LONDON INTERBANK OFFERED RATE ("LIBOR") BORROWING AGREEMENT (the
"LIBOR Agreement") is made and entered into as of the 5th day of June, 1998 by
and between AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO ("Bank"), a
national banking association with its principal place of business at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇-▇▇▇▇▇▇▇
ELECTRONICS CORPORATION ("Borrower").
A. Borrower has requested and Bank has agreed to extend
interest rate options based on LIBOR; and
B. Borrower has executed in favor of Bank, on June 5, 1998, a
Loan Agreement (the "Loan Agreement"), a Revolving Note in the
amount of $8,000,000 (the "Revolving Note"), and an Installment Note
in the amount of $3,350,000 (the "Installment Note" and
collectively, the "Notes") which reflect the LIBOR option.
NOW, THEREFORE, in consideration of any loan, advance, extension of credit
and/or other financial accommodation at any time made by Bank to or for the
benefit of Borrower, and of the promises set forth herein, the parties hereto
agree as follows:
1. DEFINITIONS AND TERMS
1.1 The following words, terms and/or phrases shall have the meanings set
forth thereafter and such meanings shall be applicable to the singular and
plural form thereof; whenever the context so requires, and the use of "it" in
reference to Borrower shall mean Borrower as identified at the beginning of
this Agreement:
(a) Amortization Date: the dates specified in the
Notes when principal payments are due.
(b) Borrowing: any portion of Borrower's liabilities
bearing interest at LIBOR.
(c) Business Day: any day on which Bank is open for
regular business.
(d) Event of Default: the definition ascribed to
this term in the Loan Agreement and the Notes.
(e) Interest Period: the period commencing on the
date a LIBOR Loan is made and ending, as the Borrower may
select, 7, 30, 60, 90, 120 or 180 days thereafter, or 12
months for the Installment Note.
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(f) LIBOR Loans: any principal portion of Borrower's
liabilities bearing interest at LIBOR.
(g) LIBOR Margin: 1.75% on the Revolving Note and
2.25% on the Installment Note.
(h) Maturity Date: the dates specified in the Notes
upon which the Borrower's liabilities are due and payable in
full.
1.2 Any terms or phrases not specifically defined in this Agreement shall
have meanings ascribed to them in the Notes.
2. MANNER OF LIBOR ELECTION
2.1 Borrower may elect to cause all or a portion of the principal
outstanding on the Notes to bear interest at a daily rate equal to the daily
rate equivalent of 1.75% in excess of LIBOR on the Revolving Note and 2.25% in
excess of LIBOR on the Installment Note, subject to the following conditions:
(a) Not more than five (5) nor less than two (2) Business Days
prior to the requested date of any LIBOR Borrowing, Borrower shall
deliver to Bank an irrevocable written or telephonic notice setting
forth the requested date and amount of such Borrowing (which amount
shall not be less than $100,000.00 and, if in excess of $100,000.00,
shall be in integral multiples of $1,000.00) and the requested
Interest Period of such Borrowing;
(b) The LIBOR used in computing the interest rate applicable to
such Borrowing shall be the LIBOR as quoted by Bank to Borrower as
being in effect for the date of such Borrowing plus the LIBOR
Margin, computed on the basis of a 360-day year and actual days
elapsed, and shall be fixed for the requested period of such
Borrowing;
(c) Such Borrowing may not be prepaid prior to the expiration of
the requested Interest Period of such Borrowing and shall be repaid
in full or reborrowed on the last day of the requested Interest
Period of such Borrowing;
(d) With respect to any Borrowing of LIBOR Loans, Borrower may
not select an Interest Period that extends beyond the respective
Maturity Dates of the Notes; and
(e) With respect to any Borrowing of LIBOR Loans under each of
the Notes, Borrower may not select an Interest Period that extends
beyond any Amortization Date unless, after giving effect to such
requested Borrowing, the aggregate unpaid principal amount of such
Loans having Maturity Dates after such Amortization Date does not
exceed the aggregate principal amount of the Note scheduled to be
outstanding after such Amortization Date.
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2.2 In the event Borrower fails to give notice pursuant to Section 2.1(a)
above of the re-borrowing of the principal amount of any maturing LIBOR
Borrowing and has not notified the Bank by 10:00 a.m. (Chicago time) on the day
such Borrowing matures that it intends to renew such Borrowing, then Borrower
shall be deemed to have requested a borrowing of loans at Prime Rate (as
defined in the Loan Agreement) on such day in the amount of the maturing
Borrowing.
3. GENERAL PROVISIONS
3.1 FUNDING INDEMNITY. In the event Bank shall incur any loss, cost or
expense (including, without limitation, any loss of profit, and any loss, cost
or expense incurred by reason of the liquidation or re-employment of deposits
or other funds acquired by such Bank to fund or maintain any LIBOR Loan or the
re-lending or reinvesting of such deposits or amounts paid or prepaid to such
Bank) as a result of:
(a) any payment or prepayment of a LIBOR Loan on a date other
than the last day of its Interest Period,
(b) any failure by Borrower to borrow a LIBOR Loan on the date
specified in a notice given pursuant to Section 2.1 hereof,
(c) any failure by Borrower to make any payment of principal on
any LIBOR Loan when due (whether by acceleration or otherwise), or
(d) any acceleration of the maturity of a LIBOR Loan as a result
of the occurrence of any Event of Default,
then, upon the demand of Bank, Borrower shall pay to Bank such amount as will
reimburse Bank for such loss, cost or expense. If Bank makes such a claim for
compensation, it shall provide to Borrower a certificate executed by an officer
of Bank setting forth the amount of such loss, cost or expense in reasonable
detail (including an explanation of the basis for the computation of such loss,
cost or expense) and the amounts shown on such certificate if reasonably
calculated shall be conclusive.
3.2 AVAILABILITY OF LIBOR LOANS. If Bank determines that
maintenance of its Loans would violate any applicable law, rule,
regulation, or directive, whether or not having the force of law, or
if Bank determines that deposits of a type and maturity appropriate
to match fund LIBOR Loans are not available to it then Bank shall
forthwith give notice thereof to Borrower, whereupon, until Bank
notifies Borrower that the circumstances giving rise to such
suspension no longer exist, the obligations of the Bank to make
LIBOR Loans shall be suspended.
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IN WITNESS WHEREOF, this Agreement has been duly executed as of the day
and year specified at the beginning hereof.
▇▇▇▇▇-▇▇▇▇▇▇▇ ELECTRONICS CORPORATION
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Its: VP of Finance, CFO & Treasurer
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Accepted this 5th day of June, 1998, in the City of Chicago, State of
Illinois.
AMERICAN NATIONAL BANK
AND TRUST COMPANY OF CHICAGO
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: Vice President
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