TAX I.D.
NO.____________________
FLOATING EURODOLLAR
NOTE
(Non-Revolving)
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Detroit, Michigan
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___________, 2007
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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.
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:
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(a)
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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
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(b)
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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;
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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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