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Sectors: Consumer Products (Non-Durables)
Effective Date: October 25, 1993
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EXHIBIT - 10.14
TERM LOAN AGREEMENT
Dated as of October 25, 1993
By and Between
JOHN H. HARLAND COMPANY
AND
TRUST COMPANY BANK


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EXHIBIT 10.14 continued


TABLE OF CONTENTS
ARTICLE I AMOUNT AND TERM OF LOAN
1.01 The Loan
1.02 Funding the Loan
1.03 Repayment of the Principal of the Loan
1.04 Note
1.05 Interest on the Note
1.06 Commitment Fee
1.07 Prepayment of the Term Note
1.08 Increased Costs
1.09 Capital Adequacy
1.10 Survival
1.11 Making of Payments
1.12 Default Rate of Interest
1.13 Calculation of Interest
1.14 Agreement Regarding Interest and Charges
ARTICLE II CONDITIONS OF LENDING
2.01 Conditions Precedent to Loan
2.02 Conditions Precedent to Funding of the Term Loan
ARTICLE III REPRESENTATIONS AND WARRANTIES
3.01 Corporate Existence
3.02 Authorization: No Conflict
3.03 Approvals
3.04 Binding Obligations
3.05 Litigation
3.06 No Defaults
3.07 No Material Restrictions
3.08 Information
3.09 Financial Statements
3.10 Federal Reserve Regulations
3.11 ERISA
3.12 Subsidiaries
3.13 Title to Properties
3.14 Compliance with Laws
3.15 Patents and Trademarks
3.16 Taxes.
3.17 Full Disclosure
ARTICLE IV AFFIRMATIVE COVENANTS
4.01 Preservation of Legal Existence; Maintenance of
Properties
4.02 Compliance with Laws
4.03 Maintenance of Insurance
4.04 Taxes
4.05 Further Assurances
4.06 Financial Reports and Rights of Inspection
4.07 Other Reports
4.08 Notice of Litigation
4.09 Use of Proceeds


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EXHIBIT 10.14 continued


ARTICLE V NEGATIVE COVENANTS
5.01 Total Debt to Cash Flow Ratio
5.02 Liens
5.03 Merger, Consolidation and Other Arrangements
5.04 Investments
5.05 Transactions With Affiliates
5.06 Nature of Business
5.07 Regulations G, T, U and X
5.08 ERISA Compliance
ARTICLE VI EVENTS OF DEFAULT AND REMEDIES
6.01 Events of Default
6.02 Default Notice to the Bank
6.03 Acceleration of Maturities
ARTICLE VII DEFINITIONS
7.02 Accounting Terms
ARTICLE VIIIMISCELLANEOUS
8.01 Amendments
8.02 Survival of Representations and Warranties
8.03 Expenses
8.04 Intentionally Omitted
8.05 Notices
8.06 Satisfaction Requirement
8.07 Binding Effect; Assignment
8.08 Governing Law
8.09 Counterparts
8.10 Waiver of Jury Trial
List of Exhibits
Exhibit A Form of Term Note
Exhibit B Form of Notice of Requested Funding
Exhibit C Form of Legal Opinion
Exhibit D Form of Compliance Certificate
List of Schedules
Schedule I Borrower's Subsidiaries


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EXHIBIT 10.14 continued


TERM LOAN AGREEMENT
THIS TERM LOAN AGREEMENT dated as of October 25, 1993
(the "Agreement"), by and between JOHN H. HARLAND COMPANY, a
Georgia corporation (the "Borrower") and TRUST COMPANY BANK,
a Georgia banking corporation (the "Bank")
W I T N E S S E T H:
WHEREAS, the Bank desires to make available to the
Borrower a $15,000,000 term loan on the terms and conditions
contained herein;
NOW, THEREFORE, for and in consideration of the sum of
$10.00 in hand paid by the Bank to the Borrower, and for
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, agree as follows:
ARTICLE I
AMOUNT AND TERM OF LOAN
SECTION 1.01. The Loan. The Bank agrees, on the terms
and conditions set forth herein, to make a term loan (the
"Loan") to the Borrower in the principal amount of
$15,000,000 upon satisfaction of the applicable conditions
set forth in Article II hereof.
SECTION 1.02. Funding the Loan. On or after the
Closing Date, the Bank will make the proceeds of the Loan
available to the Borrower in immediately available funds at
the request of the Borrower pursuant to the Funding Request;
provided, however, that the Funding Date must occur on or
before December 17, 1993 and, provided, further, that the
Funding Request must be delivered to the Bank at least two
Business Days prior to the Funding Date.
SECTION 1.03. Repayment of the Principal of the Loan.
The Borrower shall repay the principal amount of the Loan in
one installment which shall be due and payable on December
17, 2003.


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EXHIBIT 10.14 continued


SECTION 1.04. Note. The obligation of the Borrower to
repay the Loan shall also be evidenced by a Note executed by
the Borrower in favor of the Bank in substantially the form
of Exhibit A hereto.
SECTION 1.05. Interest on the Note. Interest shall
accrue on the unpaid principal amount of the Loan at the
Base Rate and shall be payable quarterly in arrears on the
last day of each December, March, June and September
commencing on the last day of the first calendar quarter
after the Funding Date.
SECTION 1.06. Commitment Fee. As a fee for the credit
facility provided herein, the Borrower shall pay to the Bank
a commitment fee equal to $15,000 (the "Commitment Fee").
The Commitment Fee shall be payable by the Borrower on the
Closing Date.
SECTION 1.07. Prepayment of the Note.
(a) The Borrower shall have the right to prepay
indebtedness evidenced by the Note in whole at any time or
in part from time to time, (in multiples of $500,000), at
the option of the Borrower, at 100% of the Called Principal
plus interest thereon to the Settlement Date together with
the Yield-Maintenance Amount, if any, with respect thereto;
provided, that, Borrower shall give the Bank irrevocable
written notice of any prepayment hereunder not less than 10
Business Days prior to the Settlement Date, specifying such
Settlement Date and the amount of the Called Principal to be
repaid on such date and stating that such prepayment is to
be made pursuant to this Section 1.07(a). Notice of
prepayment having been given as aforesaid, the Called
Principal specified in such notice, together with interest
thereon to the Settlement Date and together with the
Yield-Maintenance Amount, if any, with respect thereto,
shall become due and payable on such Settlement Date.
(b) Notwithstanding the foregoing subsection (a), if
the Borrower is required to pay additional amounts to the
Bank under Sections 1.08 or 1.09 hereof, the Borrower shall
have the option to prepay the Note in whole at 100% of the
Called Principal plus interest thereon to the Settlement
Date by giving the Bank irrevocable written notice of the
prepayment within 10 Business Days of receiving demand from
the Bank under Sections 1.08 or 1.09. Such notice of
prepayment shall be given not less than 10 Business Days
prior to the Settlement Date, specifying such Settlement
Date, the amount of the Called Principal (which shall be the
entire principal balance outstanding under the Note) to be
repaid on such date and stating that such prepayment is to
be made pursuant to this Section 1.07(b). Notice of
prepayment having been given as aforesaid, the Called
Principal specified in such notice, together with interest


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EXHIBIT 10.14 continued


thereon to the Settlement Date, shall become due and payable
on such Settlement Date.
For purposes of this Section 1.07, the following terms shall
have meanings set forth below:
"Called Principal" shall mean the principal of the Note
that is to be prepaid pursuant to Section 1.07 or is
declared to be immediately due and payable pursuant to
Section 6.03, as the context requires.
"Discounted Value" shall mean, with respect to the
Called Principal, the amount obtained by discounting all
Remaining Scheduled Payments with respect to such Called
Principal from their respective scheduled due dates to the
Settlement Date with respect to such Called Principal, in
accordance with accepted financial practice and at a
discount factor (applied on the same periodic basis as that
on which interest on the Note is payable) equal to the
Reinvestment Yield with respect to such Called Principal.
"Reinvestment Yield" shall mean, with respect to the
Called Principal, (i) the yields reported, as of 10:00 A.M.
(Atlanta time) on the Business Day next preceding the
Settlement Date with respect to such Called Principal, on
the display designated as "Page 678" on the Telerate (or
such other display as may replace Page 678 on the Telerate)
for actively traded U.S. Treasury securities scheduled to
mature on Maturity Date as of the Settlement Date plus .50%,
or if such yields shall not be reported as of such time or
the yields reported as of such time shall not be
ascertainable, (ii) the Treasury Constant Maturity Series
yields reported, for the latest day for which such yields
shall have been so reported as of the Business Day next
preceding the Settlement Date with respect to such Called
Principal, in Federal Reserve Statistical Release H.15 (519)
(or any comparable successor publication) for actively
traded U.S. Treasury securities scheduled to mature on the
Maturity Date as of the Settlement Date plus .50%. Such
implied yield shall be determined, if necessary, by
(a) converting U.S. Treasury bill quotations to
bond-equivalent yields in accordance with accepted financial
practice and (b) interpolating linearly between yields
reported for various maturities.
"Remaining Scheduled Payments" shall mean, with respect
to the Called Principal, all payments of such Called
Principal and interest thereon that would be due on or after
the Settlement Date with respect to such Called Principal if
no payment of such Called Principal were made prior to its
scheduled due date.
"Settlement Date" shall mean, with respect to the
Called Principal, the date on which such Called Principal is


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EXHIBIT 10.14 continued


to be prepaid pursuant to Section 1.07 or is declared to be
immediately due and payable pursuant to Section 6.03 as the
context requires.
"Telerate" shall mean Telerate Services, Inc. or such
other service as the Bank may select as a substitute
therefor.
"Yield-Maintenance Amount" shall mean an amount equal
to the excess, if any, of the Discounted Value of the Called
Principal over the sum of (i) such Called Principal plus
(ii) interest accrued thereon as of (including interest due
on) the Settlement Date with respect to such Called
Principal. The Yield-Maintenance Amount shall in no event
be less than zero.
SECTION 1.08. Increased Costs. In the event that any
change in any applicable law, treaty or governmental
regulation, or in the interpretation or application thereof,
or compliance by the Bank with any guideline, request or
directive (whether or not having the force of law) from any
central bank or other U.S. or foreign financial, monetary or
other governmental authority, shall: (a) subject the Bank to
any tax of any kind whatsoever with respect to this
Agreement, or the Loan or change the basis of taxation of
payments to the Bank of principal, interest, fees or any
other amount payable hereunder (except for changes in the
rate of tax on the overall net income of
the Bank); (b) impose, modify, or hold applicable any
reserve, special deposit, assessment or similar requirement
against assets held by, or deposits in or for the account
of, advances or loans by, or other credit extended by or
committed to be extended by any office of the Bank,
including, without limitation, pursuant to Regulation D of
the Board of Governors of the Federal Reserve System; or (c)
impose on the Bank any other condition with respect to this
Agreement or the Loan hereunder; and the result of any of
the foregoing is to increase the cost to the Bank of making
or committing to make, renewing or maintaining the Loan or
to reduce the amount of any payment (whether of principal,
interest or otherwise) in respect of the Loan, THEN, IN ANY
CASE, the Borrower shall promptly pay from time to time such
additional amounts as will compensate the Bank for such
additional cost or such reduction, as the case may be, upon
demand of the Bank and delivery to the Borrower of a
certificate explaining such change in law, treaty,
regulation, guideline, request, directive or interpretation
thereof, its impact on the Bank and the basis for
determining such increased costs. The Bank shall certify
the amount of such additional cost or reduced amount to the
Borrower, and such certification shall be conclusive absent
manifest error.


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EXHIBIT 10.14 continued


SECTION 1.09. Capital Adequacy. If, after the date of
this Agreement, the Bank shall have determined that the
adoption of any applicable law, rule or regulation regarding
capital adequacy, or any change therein, or any change in
the interpretation or administration thereof by any
governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof,
or compliance by the Bank with any request or directive
regarding capital adequacy (whether or not having the force
of law) of any such authority, central bank or comparable
agency relating generally to loans of the category
applicable to the Loan, has or would have the effect of
reducing the rate of return on the Bank's capital as a
consequence of its obligations hereunder to a level below
that which the Bank could have achieved but for such
adoption, change or compliance (taking into consideration
the Bank's policies with respect to capital adequacy) by an
amount deemed by the Bank to be material, then from time to
time, the Bank shall notify the Borrower of such adoption,
change or compliance and promptly upon demand by the Bank,
the Borrower shall pay the Bank such additional amount or
amounts as will compensate the Bank for such reduction. A
certificate of the Bank claiming compensation under this
Section and setting forth the additional amount or amounts
to be paid to it hereunder and the method of computation
thereof shall be conclusive absent manifest error. In
determining any such amount, the Bank may use any reasonable
averaging and attribution methods.
SECTION 1.10. Survival. The obligations of the
Borrower under Sections 1.08 and 1.09 shall survive for a
period of ninety (90) days following the termination of this
Agreement.
SECTION 1.11. Making of Payments. The Commitment Fee
and all payments of principal of, and interest on, the Note
shall be made in immediately available funds to the Bank at
its principal office in Atlanta, Georgia.
SECTION 1.12. Default Rate of Interest. Overdue
principal and, to the extent permitted by law, overdue
interest in respect of the Loan and all other overdue
amounts owing hereunder shall bear interest at a rate per
annum equal to 2% per annum in excess of the Base Rate.
SECTION 1.13. Calculation of Interest. Interest
payable on the Note shall be calculated on the basis of a
year of 365 days and paid for the actual number of days
elapsed.
SECTION 1.14. AGREEMENT REGARDING INTEREST AND
CHARGES. THE PARTIES HERETO HEREBY AGREE AND STIPULATE THAT
THE ONLY CHARGE IMPOSED UPON THE BORROWER FOR THE USE OF
MONEY IN CONNECTION WITH THIS AGREEMENT IS AND SHALL BE THE


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EXHIBIT 10.14 continued


INTEREST DESCRIBED IN SECTION 1.05. THE PARTIES HERETO
FURTHER AGREE AND STIPULATE THAT ALL OTHER CHARGES IMPOSED
BY THE BANK ON THE BORROWER IN CONNECTION WITH THIS
AGREEMENT, INCLUDING ALL FEES, FUNDING LOSSES, LATE CHARGES,
ATTORNEYS' FEES AND REIMBURSEMENT FOR COSTS AND EXPENSES
PAID BY THE BANK TO THIRD PARTIES OR FOR DAMAGES INCURRED BY
THE BANK, ARE CHARGES MADE TO COMPENSATE THE BANK FOR
UNDERWRITING OR ADMINISTRATIVE SERVICES AND COSTS OR LOSSES
PERFORMED OR INCURRED, AND TO BE PERFORMED OR INCURRED, BY
THE BANK IN CONNECTION WITH THIS AGREEMENT AND SHALL UNDER
NO CIRCUMSTANCES BE DEEMED TO BE CHARGES FOR THE USE OF
MONEY PURSUANT TO OFFICIAL CODE OF GEORGIA ANNOTATED
SECTIONS 7-4-2 AND 7-4-18.
ARTICLE II
CONDITIONS OF LENDING
The obligation of the Bank to make the Loan to the
Borrower hereunder is subject to the satisfaction of the
following conditions:
SECTION 2.01. Conditions Precedent to this Agreement.
At the Closing Date:
(a) The Bank shall have received the following, each
dated as of the Closing Date, in form and substance
satisfactory to the Bank:
(1) The Note duly executed and delivered by the
Borrower in favor of the Bank.
(2) Copies of the organizational papers of the
Borrower, certified as true and correct by the
Secretary of State of its jurisdiction of
incorporation, and certificates from the Secretaries of
State of its jurisdiction of incorporation and of those
States in which the Borrower's failure to qualify to
transact business as a foreign corporation would have a
Material Adverse Effect on business and operations of
the Borrower, taken as a whole, certifying the
Borrower's good standing as a corporation in such
States.
(3) Certified copies of the by-laws of the
Borrower, of resolutions of the Board of Directors of
the Borrower approving this Agreement and the Note and
the borrowings hereunder, and of all documents
evidencing other necessary corporate action and
governmental approvals, if any, with respect to this


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EXHIBIT 10.14 continued


Agreement and the Note.
(4) A certificate of the Secretary or Assistant
Secretary of the Borrower certifying the names and true
signatures of the officers of the Borrower authorized
to execute this Agreement and the Note and the other
documents to be delivered hereunder.
(5) A certificate from the Chief Financial
Officer of the Borrower stating that no Material
Adverse Effect in the financial conditions or business
operations of the Borrower has occurred since June 30,
1993.
(6) A favorable written opinion of counsel for
the Borrower, in form and substance satisfactory to the
Bank and substantially in the form of Exhibit C
hereto.
(b) All corporate and other proceedings taken or to be
taken in connection with the transactions contemplated
hereby and all Loan Documents and other documents incident
thereto or delivered in connection therewith shall be
satisfactory in form and substance to Bank.
SECTION 2.02. Conditions Precedent to Funding of the
Loan. The obligation of the Bank to fund the Loan hereunder
is subject to the Borrower delivering a Funding Request to
the Bank at least two (2) Business Days prior to the Funding
Date.


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EXHIBIT 10.14 continued


ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants as follows:
SECTION 3.01. Corporate Existence. The Borrower and
each Subsidiary is a corporation duly organized, validly
existing and in good standing under the laws of the State of
its incorporation. The Borrower and each Subsidiary is duly
qualified and in good standing as a foreign corporation
authorized to do business in each jurisdiction (other than
the State of their respective incorporation) in which the
failure to so qualify would have a Material Adverse Effect
on their businesses or operations, taken as a whole.
SECTION 3.02. Authorization: No Conflict. The
execution, delivery and performance by the Borrower of this
Agreement and the Note are within the Borrower's corporate
powers, have been duly authorized by all necessary corporate
action, and do not and will not (i) violate any provision of
any law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award presently in effect having
applicability to the Borrower or of the Articles of
Incorporation or by-laws of the Borrower or any of its
Subsidiaries, including all amendments thereto, which
violation would have a Material Adverse Effect on the
business or operations of the Borrower and its Subsidiaries,
taken as a whole, (ii) result in a breach of or constitute a
default under any material indenture or loan or credit
agreement or any other material agreement, lease or
instrument to which the Borrower or any Subsidiary is a
party or by which Borrower or any Subsidiary or any of their
respective properties may be bound or affected, or (iii)
except as provided in or contemplated by this Agreement,
result in or require the creation of any material Lien,
security interest or other charge or encumbrance upon or
with respect to any properties of the Borrower or any
Subsidiary.
SECTION 3.03. Approvals. No consent of any person and
no authorization or approval or other action by, and no
notice to or filing with, any governmental authority or
regulatory body is required for the valid or due execution,
delivery and performance by the Borrower of any Loan
Document, other than such consents, authorizations,
approvals or actions as have been obtained. The Borrower is
in compliance with all of the terms and conditions of each
such consent, authorization, approval or action.


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EXHIBIT 10.14 continued


SECTION 3.04. Binding Obligations. Each of this
Agreement and the Note, upon execution and delivery will be,
a legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its
terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorg
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