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EXHIBIT 10.2(b)
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APPROVED BY: XXXX XXXXXXXX - 269181 COMMERCIAL BANKING CENTER
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Dept./Br. # A664 Acct. # 7938640665 Comm. # 0000018 Note # 00000133 Class
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NAME XXXXXX STEEL COMPANY, an Arizona corporation Loan $6,500,000.00
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Rate * Interest From Renewal of Note 26
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Collateral S/A - Inventory, Receivables, RTP DTD 9/14/94 & S/A - Equipment DTD 9/15/94
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* Bank One, Arizona NA, Prime Rate Plus .25% to move with Prime
BANK ONE, ARIZONA, NA
REVOLVING LINE OF CREDIT NOTE
(VARIABLE RATE)
Phoenix, Arizona June 30, 1995
FOR VALUE RECEIVED, the undersigned ("Borrower"), promises to pay on or
before June 30, 1997 to BANK ONE, ARIZONA, NA, ("Bank"), or order, the aggregate
principal amount outstanding on Borrower's revolving line of credit as shown on
Bank's records which shall at all times be conclusive and govern, with interest
payable monthly on the unpaid balance outstanding from time to time at an annual
rate equal to one quarter* percent (0.250%) more than the "prime rate" of
interest charged by Bank One, Arizona, NA, as such rate shall change from time
to time during the term hereof. Interest is to be charged on a daily basis for
the actual number of days the principal is outstanding from the date of
disbursement to date of maturity. The rate of interest agreed to shall include
the interest rate as shown above, in accordance with the terms of this note,
plus any compensating balance requirement and any additional charges, costs and
fees incident to this loan to the extent they are deemed to be interest under
applicable Arizona law. It is expressly agreed by Borrower that the maximum
outstanding principal at any one time on this note shall not exceed the amount
of SIX MILLION FIVE HUNDRED THOUSAND AND NO/100THS DOLLARS ($6,500,000.00), and
the amount outstanding on this note at any specific time shall be the total
amount advanced hereunder by Bank less the amount of principal payments made
hereon from time to time by Borrower. All amounts payable hereunder shall be
paid in lawful money of the United States. Should the rate of interest as
calculated under this note exceed that allowed by law, the applicable rate of
interest will be the maximum rate of interest allowed by applicable law.
Principal and interest shall be payable at the Commercial Banking
Center office of Bank One, Arizona, NA in Phoenix, Arizona, or at such other
place as the holder hereof may designate. At Bank's option, any payments may be
applied first to accrued interest and then to principal. All past-due payments
of principal or interest shall bear interest from their due date until paid at a
rate of interest 2% per annum higher than the interest rate specified above or
12% per annum, whichever is higher, payable on demand.
This note shall become immediately due and payable at the option of the
holder hereof without presentment or demand or any notice to Borrower or any
other person obligated hereon, upon default in the payment of any of the
principal hereof or any interest thereon when due, or in payment under any other
agreement between Borrower and Bank, or if any event occurs or condition exists
which authorizes the acceleration of the maturity hereof under any security
agreement, mortgage, deed of trust or other agreement made by Borrower in favor
of Bank. Failure to exercise this option shall not constitute a waiver of the
right to exercise the same in the event of any subsequent default.
*See Addendum attached hereto
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In the event any holder hereof utilizes the services of an attorney in
attempting to collect the amounts due hereunder or to enforce the terms hereof
or of any agreements related to this indebtedness, or if any holder hereof
becomes party plaintiff or defendant in any legal proceeding in relation to the
property described in any instrument securing this note or for the recovery or
protection of the indebtedness evidenced hereby, Borrower, its successors and
assigns, shall repay to such holder hereof, on demand, all costs and expenses so
incurred, including reasonable attorneys' fees, including those costs, expenses
and attorneys' fees incurred after the filing by or against the Borrower of any
proceeding under any chapter of the Bankruptcy Act, or similar federal or state
statute, and whether incurred in connection with the involvement of any holder
hereof as creditor in such proceedings or otherwise.
Borrower and all sureties, endorsers and guarantors of this note waive
demand, presentment for payment, notice of non-payment, protest, notice of
protest and all other notice, filing of suit and diligence in collecting this
note or the release of any party primarily or secondarily liable hereon and
further agree that it will not be necessary for any holder hereof, in order to
enforce payment of this note by any of them, to first institute suit or exhaust
its remedies against any maker or others liable herefor, and consent to any
extension or postponement of time of payment of this note or any other
indulgence with respect hereto without notice thereof to any of them.
Bank and Borrower will establish specific instructions and procedures
by which draws against said credit will be presented for disbursement, but
nothing contained herein shall create a duty on the part of Bank to make said
disbursement if Borrower is in default.
XXXXXX STEEL COMPANY, an Arizona corporation
XXXX XXXXXX XXX 00000
XXXXXXX, XX 00000
SEE ATTACHED ADDENDUM FOR SIGNATURES
XXXXX X. XXXXXX, CHAIRMAN
Dept./BP #A664 Acct #7938640665 Comm #0000018 Note #00000133 Class
Name XXXXXX STEEL COMPANY, an Arizona corporation Loan $6,500,000.00
Rate * Interest from Renewal of Note 26
* BANK ONE, ARIZONA, NA, PRIME RATE PLUS .25% TO MOVE WITH PRIME
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ADDENDUM TO REVOLVING LINE OF CREDIT NOTE, DATED JUNE 30, 1995, 1995 ("ORIGINAL
NOTE"), BETWEEN XXXXXX STEEL COMPANY , AN ARIZONA CORPORATION
("BORROWER") AND BANK ONE, ARIZONA, NA, A NATIONAL BANKING ASSOCIATION
("BANK"),IN THE ORIGINAL PRINCIPAL AMOUNT OF $ 6,500,000.00.
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 JUNE 30, 1995
("LOAN AGREEMENT"), between Borrower and Bank, Bank has agreed to extend to
Borrower credit up to $ 6,500,000.00. 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 Phoenix, Arizona, 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 Phoenix, Arizona, 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 11:00 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 $1,000,000, the Interest Period
must start on a Business Day that is one of the last five (5) days of a calendar
month.
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"LOAN" means a Fixed Rate Loan or a Variable Rate Loan.
"MATURITY DATE" means June 30, 1996.
"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 12:00 p.m. (Phoenix,
Arizona, 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. (Phoenix, Arizona 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 $500,000. If
at any time a Fixed Rate Loan becomes less than $500,000, 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.
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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 JUNE 30, 1995
XXXXXX STEEL COMPANY
an Arizona corporation
By:_______________________________
Name: XXXXX X. XXXXXX
___________________
Title: PRESIDENT
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