EXHIBIT B-4(i)(1)
Loan No. E126T01
MULTIPLE ADVANCE TERM LOAN SUPPLEMENT
THIS SUPPLEMENT to the Master Loan Agreement dated August 1,
1996 (the "MLA") , is entered into as of September 1, 1997
between CoBANK, ACB ("CoBank") and GOLD ▇▇▇▇ INC., Atlanta, GA
(the "Company").
SECTION 1. The Term Loan Commitment. On the terms and
conditions set forth in the MLA and this Supplement, CoBank
agrees to make loans to the Company from time to time during
the period set forth below in an aggregate principal amount
not to exceed $50,000,000.00 (the "Commitment"). Under the
Commitment, amounts borrowed and later repaid may not be
reborrowed.
SECTION 2. Purpose. The purpose of the Commitment is to
provide working capital to the Company and for fixed asset
expenditures or general operating purposes.
SECTION 3. Term. The term of the Commitment shall be
from September 1, 1997, up to but not including December 31,
1997, or such later date as CoBank may, in its sole
discretion, authorize in writing.
SECTION 4. Interest. The Company agrees to pay interest
on the unpaid principal balance of the loans in accordance
with one or more of the following interest rate options, as
selected by the Company:
(A) Variable Rate Option. At a rate per annum equal at
all times to the rate of interest established by CoBank from
time to time as its National Variable Rate, which Rate is
intended by CoBank to be a reference rate and not its lowest
rate. The National Variable Rate will change on the date
established by CoBank as the effective date of any change
therein and CoBank agrees to notify the Company promptly after
any such change.
(B) Treasury Option. At a fixed rate equal to 1.25% per
annum above the "U.S. Treasury Rate" (as hereinafter defined).
Under this option, balances of $1,000,000 or more may be fixed
on or before September 30, 1997 for periods ranging from one
year to the final maturity date of the loan, as selected by
the Company. Notwithstanding the foregoing, subsequent to
September 30, 1997, if the spread between CoBank's cost of
funds (as determined by CoBank in accordance with its
methodology) and the U.S. Treasury Rate should widen from the
spread in effect for the same period of time on the date
hereof, then the spread over the U.S. Treasury Rate may be
adjusted upward to reflect any such change. However, rates
may not be fixed in such a manner as to require the Company to
have to repay any fixed rate balance prior to the last day of
its fixed rate period in order to pay any installment of
principal. For purposes hereof, the "U.S. Treasury Rate"
shall mean the yield to maturity on U.S. Treasury instruments
having the same maturity date as the last day of the fixed
rate period selected by the Company, as calculated from the
bid price indicated by Telerate (page 5) at the time the rate
is fixed. If, however, no instrument is indicated for the
maturity selected, then the rate shall be interpolated based
on the bid prices quoted for the next longest and shortest
maturities so indicated. In the event Telerate ceases to
provide such quotations or materially changes the form or
substance of page 5 (as determined by CoBank), then CoBank
will notify the Company and the parties hereto will agree upon
a substitute basis for obtaining such quotations.
The Company shall select the applicable rate option at
the time it requests a loan hereunder and may, subject to the
limitations set forth above, elect to convert balances bearing
interest at the variable rate to one of the fixed rate
options. Upon the expiration of any fixed rate period,
interest shall automatically accrue at the variable rate
unless the amount fixed is repaid or fixed for an additional
period in accordance with the terms hereof. All elections
provided for herein shall be made telephonically or in writing
and must be received by 12:00 noon Company's local time.
Interest shall be calculated on the actual number of days each
loan is outstanding on the basis of a year consisting of 360
days and shall be payable quarterly in arrears by the 20th day
of the month following the calendar quarter.
SECTION 5. Promissory Note. The Company promises to
repay the loans made under the commitment in 27 consecutive
semi-annual installments of $1,785,000, and a final
installment of $1,805,000 (or such other amount to repay the
outstanding balance in full) with the first such installment
due on June 1, 1999 and the last such installment due on
December 1, 2012. If any installment due date is not a day on
which CoBank is open for business, then such installment shall
be due and payable on the next day on which CoBank is open for
business. In addition to the above, the Company promises to
pay interest on the unpaid principal balance hereof at the
times and in accordance with the provisions set forth in
Section 4 hereof.
SECTION 6. Prepayment. The loans may be prepaid in
whole or in part on one CoBank business day's prior written
notice. Unless otherwise agreed, all prepayments will be
applied to principal installments in the inverse order of
their maturity.
SECTION 7. Commitment Fee. In consideration of the
Commitment, the Company agrees to pay to CoBank a commitment
fee of $12,500 which will be due on or before September 20,
1997 and a fee of 5 basis points (.05%) on each advance
payable on the 20th of the month following the advance.
IN WITNESS WHEREOF, the parties have caused this
Supplement to be executed by their duly authorized officers as
of the date shown above.
CoBank, ACB GOLD ▇▇▇▇ INC.
By: /s/ ▇▇▇▇▇▇ Little By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President Title: Treasurer
11542/Securities/Exhibit/Mult. Adv. Term Loan Supple