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AMENDED AND RESTATED PROMISSORY NOTE

Promissory Note

AMENDED AND RESTATED PROMISSORY NOTE | Document Parties: NEOGEN CORP You are currently viewing:
This Promissory Note involves

NEOGEN CORP

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Title: AMENDED AND RESTATED PROMISSORY NOTE
Governing Law: Michigan     Date: 1/9/2009
Industry: Biotechnology and Drugs     Sector: Healthcare

AMENDED AND RESTATED PROMISSORY NOTE, Parties: neogen corp
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Exhibit 10.41

This Note amends, restates, and supersedes, without satisfaction or novation, that certain promissory note

made in favor of LaSalle Bank Midwest National Association, the successor by merger to which is Bank of

America, N.A., dated December 16, 2005, as amended, in the original principal amount of $17,500,000.00.

AMENDED AND RESTATED PROMISSORY NOTE

Line of Credit

BBA LIBOR Daily Floating Rate

$10,000,000.00

 

 

 

 

Due Date: December 1, 2010

 

Dated: December      , 2008

FOR VALUE RECEIVED , the undersigned, jointly and severally if more than one maker (“Borrower”), promise(s) to pay to the order of Bank of America, N.A., a national banking association (“Bank”), at 2600 West Big Beaver Road, Troy, Michigan 48084, or at such other place as the Bank may designate in writing, on or before the Due Date, the principal sum of Ten Million Dollars ($10,000,000.00), or such lesser amount as may from time to time be outstanding by reason of having been advanced hereunder, plus interest as hereinafter provided on all amounts outstanding hereunder, all in lawful money of the United States of America.

Interest Rate . The principal outstanding under this Promissory Note (“Note”) from time to time shall bear interest on a basis of a year of 360 days for the actual number of days amounts are outstanding hereunder, at a rate per annum (“Effective Interest Rate”) equal to 125 basis points (1.25%) over the BBA LIBOR Daily Floating Rate (“BBA LIBOR-Based Rate”). The BBA LIBOR-Based Rate shall automatically increase or decrease when and to the extent that the BBA LIBOR Daily Floating Rate shall increase or decrease.

Advances . This Note is given as evidence of any and all indebtedness of the Borrower to the Bank arising as a result of advances or other credit which may be made under this Note from time to time. The principal amount of indebtedness owing pursuant to this Note shall change from time to time, decreasing in an amount equal to any and all payments of principal made by the Borrower and increasing by an amount equal to any and all advances made by the Bank to the Borrower pursuant to the terms hereof. The books and records of the Bank shall be conclusive evidence of the amount of principal and interest owing hereunder at any time. From time to time, the Bank shall furnish Borrower a statement of the amount of principal and interest owing or outstanding hereunder, which statement shall be deemed to be correct, accepted by, and binding upon Borrower, unless the Bank receives a written statement of exceptions from Borrower within ten (10) days after such statement has been furnished.

Payment . Accrued interest shall be payable beginning on January 1, 2009, and continuing on the same day of each consecutive month thereafter. The principal balance and all accrued interest shall be due on the Due Date. All payments made hereunder shall be applied first against costs and expenses required to be paid hereunder, then against accrued interest to the extent thereof and the balance shall be applied against the outstanding principal amount hereof.

BBA LIBOR Unavailability . If the Bank determines in good faith (which determination shall be conclusive, absent manifest error) that (i) United States dollar deposits of sufficient amount and maturity for funding the loan evidenced by this Note are not available to the Bank in the London Interbank Eurodollar market in the ordinary course of business, or (ii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the BBA LIBOR-Based Rate, the Bank shall promptly notify the Borrower thereof and, so long as the foregoing conditions continue, the BBA LIBOR-Based Rate shall no longer be available hereunder and the principal outstanding under this Note shall bear interest at the Bank’s Prime Rate (the “Prime-Based Rate”). The Prime-Based Rate shall automatically increase or decrease when and to the extent that the Bank’s Prime Rate shall have been increased or decreased.

 

1


Regulatory Change . In addition, if, after the date hereof, a Regulatory Change shall, in the reasonable determination of the Bank, make it unlawful for the Bank to make or maintain the loan evidenced by this Note at a rate based on the BBA LIBOR-Based Rate, the Bank shall promptly notify the Borrower and the BBA LIBOR-Based Rate shall no longer be available hereunder. Thereafter, the principal outstanding under this Note shall bear interest at the Prime-Based Rate.

Indemnity . If any Regulatory Change (whether or not having the force of law) shall (a) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, the Bank; (b) subject the Bank or the loan evidenced by this Note to any tax, duty, charge, stamp tax or fee or change the basis of taxation of payments to the Bank of principal or interest due from the Borrower to the Bank hereunder (other than a change in the taxation of the overall net income of the Bank); or (c) impose on the Bank any other condition regarding the loan evidenced by this Note or the Bank’s funding thereof, and the Bank shall determine (which determination shall be conclusive, absent manifest error) that the result of the foregoing is to increase the cost to the Bank of making or maintaining the loan evidenced by this Note at a rate based on the BBA LIBOR-Based Rate or to reduce the amount of principal or interest received by the Bank hereunder, then the Borrower shall pay to the Bank, on demand, such additional amounts as the Bank shall, from time to time, determine are sufficient to compensate and indemnify the Bank for such increased cost or reduced amount.

Additional Definitions . The following terms, as used in this Note, shall have the follo


 
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