EXHIBIT 10.1
COMMERCIAL NOTE: TERM SINGLE ADVANCE/One Month LIBOR Daily Indexed (IN)
Corporate Flex
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Amount City, State Date FOR BANK USE ONLY
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$826,557.52 Indianapolis, IN August 15, 2000 Obligor #
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Tax I. D. #
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Obligation #
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Office
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FOR VALUE RECEIVED, PIERCE PLASTICS, INC. ("Borrower"), a Delaware corporation,
whose mailing address is 57500 County Road 3, Elkhart, IN 46516, hereby promises
to pay to the order of NATIONAL CITY BANK OF INDIANA ("Bank"), a national
banking association having its banking office at One National City Center, 101
West Washington Street, Indianapolis, IN 46255, at the address specified on the
bills received by Borrower from Bank (or at such other place as Bank may from
time to time designate by written notice) in lawful money of the United States
of America, the principal sum of
EIGHT HUNDRED TWENTY SIX THOUSAND FIVE HUNDRED FIFTY SEVEN AND
52/100 DOLLARS ($826,557.52)
or such lesser amount as may appear on this Note, or as may be entered in a loan
account on Bank's books and records, or both, together with interest, all as
provided below.
1. Commitment. This Note evidences an arrangement (the "Subject Commitment")
whereby Borrower may, on the date of this Note and thereafter until (but not
including) March 15, 2005 (the "Expiration Date") or such earlier date upon
which the Subject Commitment is terminated or reduced to zero, obtain from Bank,
subject to the terms and conditions of this Note, such loans (each a "Subject
Loan") as Borrower may from time to time properly request. The amount of the
Subject Commitment shall be equal to the face amount of this Note, provided,
that Borrower shall have the right, at any time and from time to time, to
permanently reduce the amount of the Subject Commitment to any amount that is an
integral multiple of one thousand dollars ($1,000) (the "Minimum Borrowing
Amount") by giving Bank not less than one (1) Banking Day's prior notice (which
shall be irrevocable) of the effective date of the reduction, provided, that no
reduction in the amount of the Subject Commitment shall be effective if, after
giving effect to that reduction, the aggregate unpaid principal balance of the
Subject Loans would exceed the amount of the Subject Commitment as so reduced.
Regardless of any fee or other consideration received by Bank, the Subject
Commitment may be terminated pursuant to section 11.
2. Fees. Borrower shall not be required to pay Bank a fee for the Subject
Commitment.
3. Loan Requests; Disbursement. A Subject Loan is properly requested if
requested orally or in writing not later than 2:00 p. m., Banking-Office Time,
of the Banking Day upon which that Subject Loan is to be made. Each request for
a Subject Loan shall of itself constitute, both when made and when honored, a
representation and warranty by Borrower to Bank that Borrower is entitled to
obtain the requested Subject Loan. Bank is hereby irrevocably authorized to make
an appropriate entry on this Note, in a loan account on Bank's books and
records, or both, whenever Borrower obtains a Subject Loan. Each such entry
shall be prima facie evidence of the data entered, but the making of such an
entry shall not be a condition to Borrower's obligation to pay. Bank is hereby
directed, absent notice from Borrower to the contrary, to disburse the proceeds
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each Subject Loan to Borrower's general checking account with Bank. Bank shall
have no duty to follow, nor any liability for, the application of any proceeds
of any Subject Loan.
4. Conditions: Subject Loans. Borrower shall not be entitled to obtain any
Subject Loan (a) on or after the termination of the Subject Commitment or the
reduction thereof to zero, (b) if either at the time of Borrower's request for
that loan or when that request is honored there shall exist or would occur any
Event of Default, (c) if any representation, warranty, or other statement (other
than any expressly made as of a single date) made by any Person (other than
Bank) in any Related Writing would, if made either as of the time of Borrower's
request for that Subject Loan or as of the time when that request is honored, be
untrue or incomplete in any respect, or (d) if after giving effect to that
Subject Loan and all others for which requests are then pending, the aggregate
unpaid principal balance of the Subject Loans would exceed the then amount of
the Subject Commitment.
5. Interest The unpaid principal balance of each Subject Loan shall at all times
bear interest at the Contract Rate, provided, that so long as any principal of
or accrued interest on any Subject Loan is overdue, all unpaid principal of each
Subject Loan and all overdue interest on that principal shall bear interest at a
fluctuating rate equal to two percent (2%) per annum above the rate that would
otherwise be applicable, but in no case less than two percent (2%) per annum
above the Prime Rate; provided further, that in no event shall any principal of
or interest on any Subject Loan bear interest at any time after Maturity at a
lesser rate than the rate applicable thereto immediately after Maturity. The
"Contract Rate" shall at all times be a fluctuating rate equal to one and
seventy-five hundreds of one percent (1.75%) per annum plus One Month LIBOR,
provided, that in the event One Month LIBOR is unavailable as a result of Bank's
good faith determination of the occurrence of one of the events specified in
section 6, the "Contract Rate" shall be a fluctuating rate equal to the Prime
Rate minus one half of one percent (.50%) per annum.
Interest on each Subject Loan shall be payable in arrears on September 15, 2000
and on the same day of each month thereafter, at Maturity, and on demand
thereafter. The One Month LIBOR rate shall be adjusted by Bank, as necessary, at
the end of each Banking Day during the term hereof. Bank shall not be required
to notify Borrower of any adjustment in the One Month LIBOR rate; however,
Borrower may request a quote of the prevailing Contract Rate on any Banking Day.
6. LIBOR Unavailable. Notwithstanding any provision or inference to the
contrary, the Contract Rate shall not be based on One Month LIBOR if Bank shall
determine in good faith that (a) any governmental authority has asserted that it
is unlawful for Bank to fund, make, or maintain loans bearing interest based on
One Month LIBOR, or (b) circumstances affecting the market selected by Bank for
the purpose of funding the Subject Loans make it impracticable for Bank to
determine One Month LIBOR. Bank's books and records shall be conclusive (absent
manifest error) as to whether Bank shall have determined that the Contract Rate
is prohibited from being based on One Month LIBOR. If the Contract Rate is
prohibited from being based on One Month LIBOR as a result of the occurrence of
one of the events referenced in this section 6, then, and in each such case,
notwithstanding any provision or inference to the contrary, the then outstanding
principal balance of this Note shall, upon Bank giving Borrower notice of Bank's
determination of the occurrence of such an event, bear interest at a Contract
Rate based on the Prime Rate as contemplated in section 5.
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7. Repayment. Subject to section 11, each Subject Loan shall be due and payable
in fifty five (55) installments, commencing on September 15, 2000, and
continuing on the same day of each month thereafter until paid in full, each
such installment except the final installment to be in a principal amount equal
to Seven Thousand One Hundred Eighty Two and 24/100 Dollars ($7,182.24), plus
accrued interest, and the final installment to be in an amount equal to all
unpaid principal of this note, plus all unpaid interest and charges provided
herein. Borrower shall have the right to prepay each Subject Loan in whole or in
part, without premium or penalty.
8. Definitions. As used in this Note, except where the context clearly requires
otherwise, "Bank Debt" means, collectively, all Debt to Bank, whether incurred
directly to Bank or acquired by it by purchase, pledge, or otherwise, and
whether participated to or from Bank in whole or in part; "Banking Day" means
any day (other than any Saturday, Sunday or legal holiday) on which Bank's
banking office is open to the public for carrying on substantially all of its
banking functions; "Banking-Office Time" means, when used with reference to any
time, that time determined at the location of Bank's banking office; "Debt"
means, collectively, all obligations of the Person or Persons in question,
including, without limitation, every such obligation whether owing by one such
Person alone or with one or more other Persons in a joint, several, or joint and
several capacity, whether now owing or hereafter arising, whether owing
absolutely or contingently, whether created by lease, loan, overdraft, guaranty
of payment, or other contract, or by quasi-contract, tort, statute, other
operation of law, or otherwise; "EBITDA" means net income before expenses for
interest, taxes, depreciation, and amortization; "Maturity" means, when used
with reference to any Subject Loan, the date (whether occurring by lapse of
time, acceleration, or otherwise) upon which that Subject Loan is due; "Note"
means this promissory note (including, without limitation, each addendum,
allonge, or amendment, if any, hereto); "Obligor" means any Person who, or any
of whose property, shall at the time in question be obligated in respect of all
or any part of the Bank Debt of Borrower and (in addition to Borrower) includes,
without limitation, co-makers, indorsers, guarantors, pledgors, hypothecators,
mortgagors, and any other Person who agrees, conditionally or otherwise, to
assure such other Obligor's creditors or any of them against loss; "One Month
LIBOR" means, with respect to a loan, the rate per annum (rounded upwards, if
necessary, to the next higher 1/16 of 1%) determined by Bank and equal to the
average rate per annum at which deposits (denominated in United States dollars)
in an amount similar to the principal amount of that loan and with a maturity
one month after the date of reference are offered to Bank at 11:00 A.M. London
time (or as soon thereafter as practicable) on the date of reference by banking
institutions in the London, United Kingdom market, as such interest rate is
referenced and reported by the British Bankers Association in the Bridge
Financial Telerate system "Page 3750" report or, if the same is unavailable, any
other generally accepted authoritative source of such interest rate as Bank may
reference from time to time; "Person" means an individual or entity of any kind,
including, without limitation, any association, company, cooperative,
corporation, partnership, trust, governmental body, or any other form or kind of
entity; "Prime Rate" means the fluctuating rate per annum which is publicly
announced from time to time by Bank as being its so-called "prime rate" or "base
rate" thereafter in effect, with each change in the Prime Rate automatically,
immediately, and without notice changing the Prime Rate thereafter applicable
hereunder, it being acknowledged that the Prime Rate is not necessarily the
lowest rate of interest then available from Bank on fluctuating-rate loans;
"Proceeding" means any assignment for the benefit of creditors, any case in
bankruptcy, any marshalling of any Obligor's assets for the benefit of
creditors, any moratorium on the payment of debts, or any proceeding under any
law relating to conservatorship, insolvency, liquidation, receivership,
trusteeship, or any similar event, condition, or other thing; "Related Writing"
means this Note and any indenture, note,
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guaranty, assignment, mortgage, security agreement, subordination agreement,
notice, financial statement, legal opinion, certificate, or other writing of any
kind pursuant to which all or any part of the Bank Debt of Borrower is issued,
which evidences or secures all or any part of the Bank Debt of Borrower, which
governs the relative rights and priorities of Bank and one or more other Persons
to payments made by, or the property of, any Obligor, which is delivered to Bank
pursuant to another such writing, or which is otherwise delivered to Bank by or
on behalf of any Person (or any employee, officer, auditor, counsel, or agent of
any Person) in respect of or in connection with all or any part of the Bank Debt
of Borrower; and the foregoing definitions shall be applicable to the respective
plurals of the foregoing defined terms.
9. Covenants. Borrower covenants to Bank that so long as this Note shall remain
unpaid , Borrower will:
(a) Borrower will furnish to Bank within 120 days after the end of each fiscal
year, a balance sheet, income statement and surplus reconciliation for the
appropriate year end date certified by an appropriate officer of Borrower;
(b) Borrower will furnish to Bank within 60 days after the end of each quarterly
period, a balance sheet, income statement and surplus reconciliation for the
appropriate year to date certified by an appropriate officer of Borrower;
(c) Guarantor (Atlantis Plastics, Inc.) will furnish to Bank within 120 days
after the end of each fiscal year, an Audited annual report of the Guarantor,
(d) Guarantor (Atlantis Plastics, Inc.) will not, during any fiscal year of
Guarantor (commencing with the present fiscal year), suffer or permit the ratio
of (a) the aggregate of its net income for that year plus its interest expense
for that year plus it federal, state and local income taxes for that year plus
depreciation expense for that year plus amortization expense for that year
(EBITDA) to (b) its net interest expense (excluding amortization of loan fees)
for that year, to be less than 2.0:1.
10. Events of Default. It shall be an "Event of Default" if (a) all or any part
of the Bank Debt of any Obligor shall not be paid in full promptly when due
(whether by lapse of time, acceleration, or otherwise); (b) any representation,
warranty, or other statement made by any Person (other than Bank) in any Related
Writing shall be untrue or incomplete in any material respect when made; (c) any
Person (other than Bank) shall repudiate or shall fail or omit to perform or
observe any agreement contained in this Note or in any other Related Writing
that is on that Person's part to be complied with; (d) any indebtedness (other
than any evidenced by this Note) of any Obligor shall not be paid when due, or
there shall occur any event, condition, or other thing which gives (or which
with the lapse of any applicable grace period, the giving of notice, or both
would give) any creditor the right to accelerate or which automatically
accelerates the maturity of any such indebtedness; (e) Bank shall not receive in
a timely manner the information required by Section 9 above, (f) Guarantor shall
fail to perform as set forth in Section 9 above, (g) Borrower shall fail to give
prompt written notice whenever Borrower (or any director, employee, officer, or
agent of Borrower) knows or has reason to know that any Event of Default has
occurred; (h) any judgment shall be entered against any Obligor in any judicial
or administrative tribunal; (i) any Obligor shall fail or omit to comply with
any applicable law, rule, regulation, or order in any material respect; (j) any
proceeds of any Subject Loan shall be used for any purpose that is not in the
ordinary course of Borrower's business; (k) any property in which any Obligor
now has or hereafter acquires any rights or which now or hereafter secures any
Bank Debt shall be or become encumbered by any mortgage, security interest, or
other lien, except any mortgage, security interest, or other lien consented to
by Bank; (l) any Obligor shall at any time or over any period of time sell,
lease, or otherwise dispose of all or any material part of that Obligor's
assets,
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except for inventory sold in the ordinary course of business and other assets
sold, leased, or otherwise disposed of with the consent of Bank; (m) any Obligor
shall cease to exist or shall be dissolved, become legally incapacitated, or
die; (n) any Proceeding shall be commenced with respect to any Obligor; (o)
there shall occur or commence to exist any event, condition, or other thing that
constitutes an "Event of Default" as defined in any addendum to this Note; (p)
there shall occur any event, condition, or other thing that has, or, in Bank's
judgment, is likely to have, a material adverse effect on the financial
condition, properties, or business operations of any Obligor or on Bank's
ability to enforce or exercise any agreement or right arising under, out of, or
in connection with any Related Writing; or (q) the holder of this Note shall, in
good faith, believe that the prospect of payment or performance of any
obligation evidenced by this Note is impaired.
11. Effects of Default. If any Event of Default (other than the commencement of
any Proceeding with respect to Borrower) shall occur, then, and in each such
case, notwithstanding any provision or inference to the contrary, Bank shall
have the right in its discretion, by giving written notice to Borrower, to (a)
immediately terminate the Subject Commitment (if not already terminated or
reduced to zero) and (b) declare each Subject Loan (if not already due) to be
due, whereupon each Subject Loan shall immediately become due and payable in
full. If any Proceeding shall be commenced with respect to Borrower, then,
notwithstanding any provision or inference to the contrary, automatically,
without presentment, protest, or notice of dishonor, all of which are waived by
all makers and all indorsers of this Note, now or hereafter existing, (i) the
Subject Commitment shall immediately terminate (if not already terminated or
reduced to zero) and (ii) each Subject Loan (if not already due) shall
immediately become due and payable in full.
12. Late Charges. If any principal of or interest on any Subject Loan is not
paid within ten (10) days after its due date, then, and in each such case, Bank
shall have the right to assess a late charge, payable by Borrower on demand, in
an amount equal to the greater of twenty dollars ($20.00) or five percent (5%)
of the amount not timely paid.
13. No Setoff. Borrower hereby waives any and all now existing or hereafter
arising rights to recoup or offset any obligation of Borrower under or in
connection with this Note or any Related Writing against any claim or right of
Borrower against Bank.
14. Indemnity: Governmental Costs. If (a) there shall be enacted any law
(including, without limitation, any change in any law or in its interpretation
or administration and any request by any governmental authority) relating to any
interest rate or any assessment, reserve, or special deposit requirement against
assets held by, deposits in, or loans by Bank or to any tax (other than any tax
on Bank's overall net income) and (b) in Bank's sole opinion any such event
increases the cost of funding or maintaining any Subject Loan bearing interest
based upon One Month LIBOR or reduces the amount of any payment to be made to
Bank in respect thereof, then, and in each such case, upon Bank's demand,
Borrower shall pay Bank an amount equal to each such cost increase or reduced
payment, as the case may be. In determining any such amount, Bank may use
reasonable averaging and attribution methods. Each determination by Bank shall
be conclusive absent manifest error.
15. Indemnity: Capital Adequacy. If (a) at any time any governmental authority
shall require National City Corporation, a Delaware corporation, its successors
or assigns, or Bank, whether or not the requirement has the force of law, to
maintain, as support for the Subject Commitment,
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capital in a specified minimum amount that either is not required or is greater
than that required at the date of this Note, whether the requirement is
implemented pursuant to the "risk-based capital guidelines" (published at 12 CFR
3 in respect of "national banking associations", 12 CFR 208 in respect of "state
member banks", and 12 CFR 225 in respect of "bank holding companies") or
otherwise, and (b) as a result thereof the rate of return on capital of National
City Corporation, its successors or assigns, or Bank or both (taking into
account their then policies as to capital adequacy and assuming full utilization
of their capital) shall be directly or indirectly reduced by reason of any new
or added capital thereby attributable to the Subject Commitment; then, and in
each such case, Borrower shall, on Bank's demand, pay Bank as an additional fee
such amounts as will in Bank's reasonable opinion reimburse National City
Corporation, its successors and assigns, and Bank for any such reduced rate of
return. In determining the amount of any such fee, Bank may use reasonable
averaging and attribution methods. Each determination by Bank shall be
conclusive absent manifest error.
16. Indemnity: Administration and Enforcement. Borrower will reimburse Bank, on
Bank's demand from time to time, for any and all fees, costs, and expenses
(including, without limitation, the fees and disbursements of outside legal
counsel and the interdepartmental charges and/or salary of in-house counsel)
incurred by Bank in administering this Note or in protecting, enforcing, or
attempting to protect or enforce its rights under this Note. If any amount
(other than any principal of any Subject Loan and any interest and late charges)
owing under this Note is not paid when due, then, and in each such case,
Borrower shall pay, on Bank's demand, interest on that amount from the due date
thereof until paid in full at a fluctuating rate equal to four percent (4%) per
annum plus the Prime Rate.
17. Waivers; Remedies; Application of Payments. Bank may from time to time in
its discretion grant waivers and consents in respect of this Note or any other
Related Writing or assent to amendments thereof, but no such waiver, consent, or
amendment shall be binding upon Bank unless set forth in a writing (which
writing shall be narrowly construed) signed by Bank. No course of dealing in
respect of, nor any omission or delay in the exercise of, any right, power, or
privilege by Bank shall operate as a waiver thereof, nor shall any single or
partial exercise thereof preclude any further or other exercise thereof or of
any other, as each such right, power, or privilege may be exercised either
independently or concurrently with others and as often and in such order as Bank
may deem expedient. Without limiting the generality of the foregoing, neither
Bank's acceptance of one or more late payments or charges nor Bank's acceptance
of interest on overdue amounts at the respective rates applicable thereto shall
constitute a waiver of any right of Bank. Each right, power, or privilege
specified or referred to in this Note is in addition to and not in limitation of
any other rights, powers, and privileges that Bank may otherwise have or acquire
by operation of law, by other contract, or otherwise. Bank shall be entitled to
equitable remedies with respect to each breach or anticipatory repudiation of
any provision of this Note, and Borrower hereby waives any defense which might
be asserted to bar any such equitable remedy. Bank shall have the right to apply
payments in respect of the indebtedness evidenced by this Note with such
allocation to the respective parts thereof and the respective due dates thereof
as Bank in its sole discretion may from time to time deem advisable.
18. Other Provisions. The provisions of this Note shall bind Borrower and
Borrower's successors and assigns and benefit Bank and its successors and
assigns, including each subsequent holder, if any, of this Note, provided, that
no Person other than Borrower may obtain Subject Loans; provided further, that
neither any such holder of this Note nor any assignee of any Subject Loan,
whether in whole or in part, shall thereby become obligated to grant Borrower
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any Subject Loan. Except for Borrower and Bank and their respective successors
and assigns, there are no intended beneficiaries of this Note or the Subject
Commitment. The provisions of sections 12 through 21, both inclusive, shall
survive the payment in full of the principal of and interest on this Note. The
captions to the sections and subsections of this Note are inserted for
convenience only and shall be ignored in interpreting the provisions thereof.
Each reference to a section includes a reference to all subsections thereof
(i.e., those having the same character or characters to the left of the decimal
point) except where the context clearly does not so permit. If any provision in
this Note shall be or become illegal or unenforceable in any case, then that
provision shall be deemed modified in that case so as to be legal and
enforceable to the maximum extent permitted by law while most nearly preserving
its original intent, and in any case the illegality or unenforceability of that
provision shall affect neither that provision in any other case nor any other
provision. All fees, interest, and premiums for any given period shall accrue on
the first day thereof but not on the last day thereof (unless the last day is
the first day) and in each case shall be computed on the basis of a 360-day year
and the actual number of days in the period. In no event shall interest accrue
at a higher rate than the maximum rate, if any, permitted by law. Bank shall
have the right to furnish to its affiliates, and to such other Persons as Bank
shall deem advisable for the conduct of its business, information concerning the
business, financial condition, and property of Borrower, the amount of the Bank
Debt of Borrower, and the terms, conditions, and other provisions applicable to
the respective parts thereof. Borrower hereby grants to Bank a security interest
in all deposit accounts (except individual retirement accounts) Borrower has or
at any time may have with Bank or Bank's affiliates to secure the payment of all
amounts owed under this Note and all other Debt of Borrower to Bank or Bank's
affiliates. This Note shall be governed by the law (excluding conflict of laws
rules) of the jurisdiction in which Bank's banking office is located.
19. Integration. This Note and, to the extent consistent with this Note, the
other Related Writings, set forth the entire agreement of Borrower and Bank as
to the subject matter of this Note, and may not be contradicted by evidence of
any agreement or statement unless made in a writing (which writing shall be
narrowly construed) signed by Bank contemporaneously with or after the execution
and delivery of this Note. Without limiting the generality of the foregoing,
Borrower hereby acknowledges that Bank has not based, conditioned, or offered to
base or condition the credit hereby evidenced or any charges, fees, interest
rates, or premiums applicable thereto upon Borrower's agreement to obtain any
other credit, property, or service other than any loan, discount, deposit, or
trust service from Bank.
20. Notices and Other Communications. Each notice, demand, or other
communication, whether or not received, shall be deemed to have been given to
Borrower whenever Bank shall have mailed a writing to that effect by certified
or registered mail to Borrower at Borrower's mailing address (or any other
address of which Borrower shall have given Bank notice after the execution and
delivery of this Note); however, no other method of giving actual notice to
Borrower is hereby precluded. Borrower hereby irrevocably accepts Borrower's
appointment as each Obligor's agent for the purpose of receiving any notice,
demand, or other communication to be given by Bank to each such Obligor pursuant
to any Related Writing. Bank shall be entitled to assume that any knowledge
possessed by any Obligor other than Borrower is possessed by Borrower. Each
communication to be given to Bank shall be in writing unless this Note expressly
permits that communication to be made orally, and in any case shall be given to
Bank at Bank's banking office (or any other address of which Bank shall have
given notice to Borrower after the execution and delivery this Note). Borrower
hereby assumes all risk arising out of or in connection with each oral
communication given by Borrower and each
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communication given or attempted by Borrower in contravention of this section.
Bank shall be entitled to rely on each communication believed in good faith by
Bank to be genuine.
21. Jurisdiction and Venue; Waiver of Jury Trial. Any action, claim,
counterclaim, crossclaim, proceeding, or suit, whether at law or in equity,
whether sounding in tort, contract, or otherwise at any time arising under or in
connection with this Note or any other Related Writing, the administration,
enforcement, or negotiation of this Note or any other Related Writing, or the
performance of any obligation in respect of this Note or any other Related
Writing (each such action, claim, counterclaim, crossclaim, proceeding, or suit,
an "Action") may be brought in any federal or state court located in the city in
which Bank's banking office is located. Borrower hereby unconditionally submits
to the jurisdiction of any such court with respect to each such Action and
hereby waives any objection Borrower may now or hereafter have to the venue of
any such Action brought in any such court. BORROWER HEREBY, AND EACH HOLDER OF
THIS NOTE, BY TAKING POSSESSION THEREOF, KNOWINGLY AND VOLUNTARILY WAIVES JURY
TRIAL IN RESPECT OF ANY ACTION.
"BORROWER"
PIERCE PLASTICS, INC.,
a Delaware corporation
By:
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Name:
Time:
Bank Officer as Witness:
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Kevin Storlie
Vice President
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