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Corporate Revolving Credit Agreement

Article II

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 reinstated.

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.

Article III

CONDITIONS PRECEDENT

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 Agreement.

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 reasonably request.

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 reasonably request.

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:

ACKNOWLEDGMENT

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.

Signature ________
Notary

My commission expires: _____

(Seal)