EXHIBIT 23
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THE NORTHERN TRUST COMPANY
CHECKING ACCOUNTING OVERDRAFT AGREEMENT
The Applicant agrees with the Northern Trust Company (the "Bank") as follows:
1. The Applicant shall not exceed the maximum amount of credit
established by the Bank.
2. The Bank automatically shall loan the Applicant an amount by which
any check, other item, or authorized charge drawn against the Applicant's
checking account exceeds the amount on deposit in that account up to the maximum
credit limit established either on this application or by the Bank from time to
time. The Applicant's credit limit shall at all times during the term of this
Agreement exceed $25,000. The Bank shall send the Applicant a monthly statement
for the account. Such statement shall be deemed correct unless the Applicant
notifies the Bank of any error within 60 days after the date of the statement.
3. The unpaid principal amount outstanding hereunder from time to
time shall bear interest at a rate equal to the sum of Prime -1%. "Prime Rate"
shall mean that rate of interest per year announced by the Bank called its prime
rate. Changes in the rate of interest resulting from a change in the Prime Rate
shall take effect on the date set forth in such announcement. Interest shall be
computed on the basis of a year consisting of 360 days and actual days elapsed,
including the date a check, other item, or authorized charge is entered into the
Bank's records and excluding the date of payment.
4. The accrued unpaid interest is due and payable by the Applicant on
the first day of each month. If any interest is not paid when due, the Bank
shall charge the amount of such unpaid interest against the Applicant's checking
account even if such charge creates an overdraft and an additional loan under
this Agreement. ALL LOANS, TOGETHER WITH ALL ACCRUED UNPAID INTEREST, ARE
PAYABLE IN FULL BY THE APPLICANT UPON THE BANK'S DEMAND. Until the Bank makes
such demand, the Applicant has the right to repay the outstanding credit in full
or in part at any time without penalty; and all deposits from any source into
the checking account when any loans are outstanding shall be deemed payment or
prepayments of the loans together with interest, and shall be applied first to
accrued unpaid interest and then to the loans until both are paid in full.
5. The Bank may change this Agreement in any manner including changes
in the interest rate and the maximum amount the Applicant can borrow. The
Applicant shall be deemed to have consented to and shall be bound by such
changes unless he cancels this Agreement and pays all loans and accrued interest
in full before the effective date of such change. The Bank shall not give the
Applicant prior notice of changes in the interest caused by a change in the
Prime Rate. Any change in this Agreement shall apply to all obligations under
this Agreement and all balances outstanding on the effective date of the change.
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6. Each Applicant shall furnish, and cause any guarantor to furnish,
such financial information as the Bank may request from time to time.
7. To secure payment of all liability of the Applicant under this
Agreement, the Applicant hereby grants, and directs the Trust Department of the
Bank as trustee, agent, or custodian for the Applicant to grant to the Bank a
security interest in the Applicant's trust agency or custodial account including
all property of any kind and type held in such account except for residential
real estate, any of the Applicant's interest in common trust funds held in trust
by the Bank, or any interest in a registered investment company for which the
Bank acts as investment advisor, and in the Applicant's checking account, and
the Bank shall have all the rights and remedies of a secured party under the
Illinois Uniform Commercial Code with respect to all such property, including
without limitation the right to sell or otherwise dispose of such property. The
Bank may apply or set off any deposit or other indebtedness at any time created
or due from the Bank to the Applicant against any indebtedness under this
Agreement when such amount is payable hereunder. The Applicant shall not
substitute any property for the property subject to this security interest
without the Bank's prior consent. Collateral securing other loans with the Bank
may also secure the Applicant's obligations under this Agreement.
8. The Bank may terminate an Applicant's account without notice upon
the occurrence of an event set forth below, or at the option of the Bank, for
any reason it regards as requiring such action 15 days after notice is mailed to
the Applicant at Applicant's address shown on Bank records. The events which
cause immediate termination without notice are: the Applicant fails to pay any
outstanding credit together with the interest thereon upon the Bank's demand;
the Applicant fails to comply with any other term or condition of this
Agreement; the Applicant or any guarantor dies or becomes incompetent or
insolvent; a creditor makes a demand or places a lien against the Applicant's
checking account, trust, agency, or custodial account, or against any assets in
which the Applicant or any guarantor has any interest held by the Bank, either
as trustee or agent or custodian, or the Bank, in its sole opinion, determines
that there has been a material adverse change in the Applicant's or any
guarantor's financial position. After an account is terminated by the Applicant
or by the Bank either with or without notice to the Applicant, the Applicant
shall not draw checks that exceed the collected balance in the account, provided
that if any check drawn on the Applicant's checking account is presented to the
Bank for payment, the Bank at its option may honor the check, and any overdraft
created thereby shall be subject to the terms of this Agreement.
Upon termination of the account for any reason, all sums owed
immediately shall become due and payable together with any expense to the Bank
(including reasonable attorneys' fees) in collecting sums owed. A termination
for any reason does not affect any of the Applicant's obligations to the Bank
under this Agreement. The Bank has the right to demand full and immediate
payment of all outstanding credit and accrued unpaid interest whether the
account has been terminated or whether one or more of the preceding events of
default has occurred or is continuing.
9. Concurrently with the execution of this Agreement, the Applicant
shall execute in blank and deliver to the Bank a promissory note payable upon
demand. The
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Applicant hereby authorizes the Bank at any time to complete the note in the
amount of all of the Applicant's outstanding obligations under this Agreement.
This authorization is a power coupled with an interest and is irrevocable. Upon
the Bank's request, the Applicant shall execute and deliver to the Bank
additional promissory notes to evidence indebtedness hereunder.
10. The Applicant may not assign rights under this Agreement. An
Applicant's obligations bind the Applicant's personal representatives,
executors, and heirs. If more than one person signs this Agreement, each shall
be liable jointly and severally for all obligations under this Agreement.
11. No delay or failure by the Bank to enforce its rights shall waive
them or preclude subsequent enforcement. Illinois law, except to the extent
Federal is applicable, governs this Agreement.
12. The Bank, at its opinion, whether requested by the Applicant or
not, may change the identifying checking account number or daily cash account
number from time to time as may be required by changes in type of the checking
account or daily cash account or for any other operational requirement or
otherwise, and upon any such change this Agreement shall then be applicable to
such account as renumbered.
13. The Agreement and the rights granted to the Applicant hereunder
are in addition to other agreements now or hereafter governing the checking
account referred to below. Any item properly drawn against the checking account
by authorized deputy or otherwise is within the coverage of this Agreement.
However, in the event any term or provision hereof conflicts with any term or
provision of any other agreement relative to the checking account or daily cash
account, the terms hereof shall be deemed controlling.
14. The Applicant shall execute contemporaneously with this Agreement
a Federal Reserve Form U-1 in the form prescribed by Regulation U of the Federal
Reserve Board.
NAME JMD DELAWARE, INC., AS TRUSTEE OF THE CONTINUED TRUST
FOR XXXXXXX A_______
ADDRESS 0000 X. Xxxxxx Xxxxxx
XXXX Xxxxxxxxxx XXXXX Delaware ZIP CODE 19801
TELEPHONE (during the day) (000) 000-0000
DATE September 27, 2002
/s/ Xxxx X. X'Xxxx
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(Signature of Applicant) By: Xxxx X. X'Xxxx,
Vice President
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FOR BANK USE ONLY
Pursuant to the Instructions in this Agreement, we hereby grant a security
interest to the Bank in all the property described in this Agreement.
The Northern Trust Company (Trust Department)
As trustee, agent, or custodian
By: /s/ Xxxxxx Xxxxxxx
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Title: Senior Vice President
Trust Account # __________________________________
Checking Account #_______________________________
Credit Line ______________________________________
Trust Representative_______________________________
