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Corporate Revolving Credit Agreement
AMOUNT AND TERMS OF LOAN
2.01. Revolving Credit. Bank, on the terms and conditions
hereinafter set forth, will make loans (Loans) to Borrower from time to
time during the period starting with the date of this Agreement up to but
not including [date] (Termination Date) in an aggregate principal amount
not to exceed at any time an outstanding amount of ---------- dollars
($----------), as such amount may be reduced pursuant to the provisions of
Paragraph 2.02 (Commitment). Each loan shall not utilize the Commitment
in full but shall be in an amount of not less than ---------- dollars
($----------). Within the limits of the Commitment, Borrower may borrow,
prepay in accordance with Section 2.07, and reborrow in accordance with
this Section 2.01.
2.02. Reduction of Commitment. Borrower, upon at least [number]
Business Days' notice to Bank, may terminate in whole or reduce in part
the unused portion of the Commitment, provided that each partial reduction
shall be in the amount of at least ---------- dollars ($----------), and
provided further, that no reduction shall be permitted if, after giving
effect to such reduction and to any prepayment made therewith, the
outstanding and unpaid principal amount of the Loans shall exceed the
Commitment. The Commitment once reduced or terminated may not be
2.03. Notice and Manner of Borrowing. Borrower shall give Bank at
least [number] Business Days' notice of any Loans pursuant to this
Agreement, specifying the date and amount thereof. Not later than
[hour] AM [PM] [time zone] on the date of such Loan and on the
fulfillment of the applicable conditions precedent set out in Article III
of the Agreement, Bank will make such Loan available to Borrower in
immediately available funds by crediting the amount thereof to Borrower's
account with Bank.
2.04. Interest. Borrower shall pay interest to Bank on the
outstanding and unpaid principal amounts of Loans made hereunder at a rate
equal to ---------- percent (----------%), per annum in excess of the
Prime Rate. Any change in the interest rate resulting from a change in
the Prime Rate shall become effective as of the opening of business on the
day on which such change in the Prime Rate shall become effective.
Interest shall be calculated on the basis of a year of [number] days
from the actual number of days elapsed. Interest shall be paid in
immediately available funds on the first [or, last, number] day of each
month [or, quarter] and at maturity at the Principal Office. Any
principal amount not paid when due (at maturity, by acceleration, or
otherwise) shall bear interest thereafter until paid in full, payable on
demand, at a rate that shall be ---------- percent (----------%) above the
rate that would otherwise be applicable.
2.05. Commitment Fee. Borrower will pay Bank a commitment fee on
the average daily unused portion of the Commitment from the date of this
Agreement until the Termination Date at the rate of ---------- percent
(----------%) per annum, payable on the first [or, last, number] day of
each month [or, quarter] during the term of the Commitment commencing
[date] and ending on the Termination Date.
2.06. Note. All Loans made by Bank under this Agreement shall be
evidenced by, and repaid with interest in accordance with, a single
promissory note of Borrower in substantially the form annexed hereto as
Exhibit C [omitted], duly completed, in the principal sum of ----------
dollars ($----------), dated the date of this Agreement, payable to Bank,
and maturing as to principal on the Termination Date (Note). Bank is
authorized by Borrower to indorse on the schedule attached to Note the
amount of each Loan and of each payment of principal received by Bank on
account of the Loan, which endorsement shall, in the absence of manifest
error, be conclusive as to the outstanding balance of the Loans made by
Bank; provided, however that the failure to make such notation with
respect to any loan or payment shall not limit or otherwise affect the
obligations of Borrower under this Agreement or the Note.
2.07. Prepayments. Borrower may upon at least [number] Business
Days' notice to Bank, prepay the Note in whole or in part with accrued
interest to the date of such prepayment on the amount of prepaid,
provided, that each partial prepayment shall be in the principal amount of
not less than ---------- dollars ($----------).
2.08. Method of Payment. Borrower shall make each payment under
this Agreement and under the Note not later than [hour] AM [PM] [time
zone] on the date when due in lawful money of the United States to Bank
at its Principal Office in immediately available funds. Borrower hereby
authorizes Bank, if and to the extent payment is not made when due under
this Agreement and under the Note, to charge from time to time against any
account of Borrower with Bank any amount so due. Whenever any payment to
be made under this Agreement or under the Note is stated to be made on
other than a Business Day, such payment shall be made on the next
succeeding Business Day, and such extension of time shall be included in
the computation of the payment of interest.
2.09. Use of Proceeds of Loan. The proceeds of the Loans shall be
used by Borrower for the following purpose: [description]. Borrower
will not, directly or indirectly, use any part of such proceeds for the
purpose of purchasing or carrying any margin stock within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System or to
extend credit to any Person for the purpose of purchasing or carrying any
such margin stock, or for any purpose that violates or is inconsistent
with Regulation X of the Board of Governors of the Federal Reserve System.
3.01. Condition Precedent to the Loan. The obligation of Bank to
make the initial Loan to Borrower is subject to the condition precedent
that Bank shall have received on or before the date of the Loan each of
the following in form and substance satisfactory to Bank and its attorney:
a. The Note. The Note duly executed by Borrower.
b. Security Agreement. A Security Agreement, duly executed by
Borrower, together with (i) acknowledging copies of the financing
statements (Form UCC-1) duly filed under the Uniform Commercial Code in
all jurisdictions necessary of and, in the opinion of the Bank, desirable
to perfect the security interest created by the Security Agreement and
(ii) certified copies of Requests for Copies or Information (Form UCC-11)
identifying all of the financial statements on file with respect to
Borrower in all jurisdictions referred to in (i), above, including the
Financing Statement filed by Bank against Borrower, indicating that no
party claims an interest in any of the Collateral.
c. Corporate Action by Borrower. Copies of all corporate action
taken by Borrower, certified as of the date of this Agreement, including
resolutions of Borrower's board of directors authorizing the execution,
delivery, and performance of the Loan Documents to which Borrower is a
party and each other document to be delivered pursuant to this Agreement.
d. Incumbency and Signature Certificate of Borrower. Borrower's
Secretary's certificate, dated as of the date of this Agreement,
certifying the names and signatures of the officers of Borrower who are
authorized to sign the Loan Documents to which Borrower is a party and
each other document to be delivered by Borrower pursuant to this
e. Opinion of Borrower's Counsel. A favorable opinion of
[name], counsel for Borrower. in substantially the form annexed hereto
as Exhibit D [omitted], and as to such other matters as Bank may
f. Guaranty. A Guaranty duly executed by Guarantor.
g. Evidence of Corporate Action Taken by Guarantor. Copies of all
corporate action taken by Guarantor, certified as of the date of this
Agreement, including resolutions of Guarantor's board of directors
authorizing the execution, delivery, and performance of the Guaranty.
h. Incumbency and Signature Certificate of Guarantor. Guarantor's
Secretary's certificate, dated as of the date of this Agreement,
certifying the names and signatures of the officers of Guarantor who are
authorized to sign the Guaranty.
i. Opinion of Guarantor's Counsel. A favorable opinion of
[name], counsel for Guarantor, in substantially the form annexed hereto
as Exhibit E [omitted], and as to such other matters as Bank may
3.02. Conditions Precedent to All Loans. The obligation of Bank
to make each Loan (including the initial Loan) shall be subject to the
further conditions precedent that on the date of such Loan:
a. The following statements shall be true, and Bank shall have
received a certificate signed by a duly authorized officer of Borrower
dated the date of such Loan, stating that (i) the representations and
warranties contained in Article IV of this Agreement, in Section
---------- of the Security Agreement and in Section ---------- of the
Guaranty, are correct on and as of the date of such Loan and (ii) no
Default or Event of Default has occurred and is continuing or would result
from such Loan; and
b. Bank shall have received such other approvals, opinions, or
documents as Bank shall reasonably request.
*** If Required By State Law ***
This Section for Notary:
State of _________
County of ________ [COUNTY]
On [DATE] before me, [NAME OF NOTARY], notary, personally appeared [NAME OF PERSON(S) INVOLVED], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
My commission expires: _____