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FLOATING EURODOLLAR NOTE

Promissory Note

FLOATING EURODOLLAR NOTE | Document Parties: NEW MEDIA LOTTERY SERVICES INC | COMERICA BANK, You are currently viewing:
This Promissory Note involves

NEW MEDIA LOTTERY SERVICES INC | COMERICA BANK,

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Title: FLOATING EURODOLLAR NOTE
Governing Law: Michigan     Date: 4/26/2007

FLOATING EURODOLLAR NOTE, Parties: new media lottery services inc , comerica bank
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TAX I.D. NO.____________________

 

 

FLOATING EURODOLLAR NOTE

(Non-Revolving)

 

 

$1,900,000

Detroit, Michigan

 

___________, 2007

 

On or before ______________, 2008 (herein called the “Maturity Date”), FOR VALUE RECEIVED, the undersigned, NEW MEDIA LOTTERY SERVICES (INTERNATIONAL) LIMITED, an Irish corporation (herein called “Borrower”), promises to pay to the order of COMERICA BANK, a Michigan banking corporation (herein called “Bank”), in lawful currency of the United States of America, the principal sum of ONE MILLION NINE HUNDRED THOUSAND AND NO/100 DOLLARS ($1,900,000), together with interest thereon as hereinafter set forth.

 

Subject to the terms and conditions of this Note, the unpaid principal balance from time to time outstanding under this Note during an applicable Monthly Period shall bear interest at a per annum rate equal to the Eurodollar Rate applicable to such Monthly Period. For purposes of this Note, the Eurodollar Rate for an applicable Monthly Period shall be determined as of the Interest Reset Date which is the first day of such Monthly Period, and (subject to the terms and conditions of this Note) such interest rate shall remain and continue as the Applicable Interest Rate for the entire unpaid principal balance from time to time outstanding under this Note at any time during such Monthly Period, until the next-occurring Interest Reset Date, at which time, the Eurodollar Rate shall again be determined and recalculated in accordance with the foregoing for the next-occurring Monthly Period.

 

This is a Note pursuant to which Borrower may make multiple advances, provided there is no Event of Default hereunder, but sums repaid may not be readvanced. A request for advance shall be submitted in writing to Bank.

 

Accrued and unpaid interest hereunder shall be payable monthly, in arrears, on the first (1st) Business Day of each month commencing March 1, 2007, until maturity (whether as stated herein, by acceleration, or otherwise). Interest accruing hereunder shall be computed on the basis of a year of 360 days, and shall be assessed for the actual number of days elapsed, and in such computation, to the extent applicable, effect shall be given to any change in the Applicable Interest Rate as a result of any change in the Prime Rate on the date of each such change in the Prime Rate. A late payment charge equal to 5% of each late payment may be charged on any payment not received by the Bank within 10 calendar days after the payment due date, but acceptance of payment of this charge shall not waive any Default under this Note.

 

 

 


 

The Applicable Interest Rate and the amount and date of any repayments shall be noted on Bank’s records, which records shall be conclusive evidence thereof, absent manifest error; provided, however, any failure by Bank to make any such notation, or any error in any such notation, shall not relieve Borrower of its obligations to repay Bank all amounts payable by Borrower to Bank under or pursuant to this Note, when due in accordance with the terms hereof.

 

Borrower may prepay all or part of the outstanding balance of this Note at any time without penalty or premium; provided, however, Borrower shall not be permitted to reborrow any amounts so prepaid.

 

In the event that any payment under this Note becomes due and payable on any day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day, and, to the extent applicable, interest shall continue to accrue and be payable thereon during such extension at the rates set forth in this Note.

 

All payments to be made by Borrower to Bank under or pursuant to this Note shall be in immediately available funds, without setoff or counterclaim, and in the event that any payments submitted hereunder are in funds not available until collected, said payments shall continue to bear interest until collected. Borrower hereby authorizes Bank to charge any account of Borrower with Bank for all sums due hereunder when due in accordance with the terms hereof.

 

Borrower acknowledges and agrees that if Bank shall designate a Eurodollar Lending Office which maintains books separate from those of the rest of Bank, Bank shall have the option of maintaining all or any part of the Indebtedness under this Note on the books of such Eurodollar Lending Office.

 

If Bank determines that, (a) by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in eurodollars in the applicable amounts or for the relative maturities are not being offered to Bank, or (b) if the rate of interest referred to in the definition of "Eurodollar Rate" does not accurately or fairly cover or reflect the cost to Bank of making or maintaining the Indebtedness hereunder at the Eurodollar Rate, then Bank shall forthwith give notice thereof to the Borrower. Thereafter, until Bank notifies Borrower that such conditions or circumstances no longer exist, the Indebtedness from time to time outstanding hereunder shall bear interest at the Prime-based Rate.

 

If, after the date hereof, the introduction of, or any change in, any applicable law, rule or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Bank (or its Eurodollar Lending Office) with any request or directive (whether or not having the force of law) of any such authority, shall make it unlawful or impossible for the Bank (or its Eurodollar Lending Office) to make or maintain any Indebtedness hereunder with interest at the Eurodollar Rate, Bank shall forthwith give notice thereof to Borrower. Thereafter, until Bank notifies Borrower that such conditions or circumstances no longer exist, the right of Borrower to have the Indebtedness hereunder bear interest at the Eurodollar Rate shall be suspended, and the entire principal amount outstanding under this Note shall bear interest at the Prime-based Rate.

 

 

2


 

If the adoption after the date hereof, or any change after the date hereof in, any applicable law, rule or regulation of any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Bank (or its Eurodollar Lending Office) with any request or directive (whether or not having the force of law) made by any such authority, central bank or comparable agency after the date hereof:

 

 

(a)

shall subject Bank (or its Eurodollar Lending Office) to any tax, duty or other charge with respect to this Note or any Indebtedness hereunder or shall change the basis of taxation of payments to Bank (or its Eurodollar Lending Office) of the principal of or interest on this Note or any other amounts due under this Note in respect thereof (except for changes in the rate of tax on the overall net income of Bank or its Eurodollar Lending Office imposed by the jurisdiction in which Bank’s principal executive office or Eurodollar Lending Office is located); or

 

 

(b)

shall impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Bank (or its Eurodollar Lending Office) or shall impose on Bank (or its Eurodollar Lending Office) or the foreign exchange and interbank markets any other condition affecting any Indebtedness under this Note;

 

and the result of any of the foregoing is to increase the cost to Bank of maintaining any part of the Indebtedness hereunder or to reduce the amount of any sum received or receivable by Bank under this Note by an amount deemed by the Bank to be material, then Borrower shall pay to Bank, within fifteen (15) days of Borrower’s receipt of written notice from Bank demanding such compensation, such additional amount or amounts as will compensate Bank for such increased cost or reduction. A certificate of Bank, prepared in good faith and in reasonable detail by Bank and submitted by Bank to Borrower, setting forth the basis for determining such additional amount or amounts necessary to compensate Bank shall be conclusive and binding for all purposes, absent manifest error in computation.

 

In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to Bank, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Bank with any guideline, request or directive of any such authority (


 
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