Exhibit 10.50
$5,000,000
REVOLVING CREDIT AGREEMENT
Between
Alliance Holdings GP, L.P.,
as Borrower
and
C-Holdings, LLC,
as Lender
Dated as of April __, 2006
TABLE OF
CONTENTS
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Page No.
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ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS; AMENDMENT AND
RESTATEMENT
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1
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Section 1.1
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Definitions
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1
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Section
1.2
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Time Period
Computations
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3
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ARTICLE II
GENERAL PROVISIONS OF REVOLVING CREDIT FACILITY
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3
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Section
2.1
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The Revolving
Loans
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3
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(a)
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Revolving Loan
Borrowings
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(b)
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Recording of
Loans
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3
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(c)
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Reduction in
Revolving Loan Commitment
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3
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Section
2.2
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Revolving Loan
Borrowing Procedures
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3
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(a)
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Notice of
Revolving Borrowing
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3
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(b)
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Making of
Revolving Loans
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4
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(c)
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Optional
Termination or Reduction in Revolving Loan Commitment
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4
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ARTICLE III
INTEREST, FEES AND REPAYMENT
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4
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Section
3.1
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Interest Rate
on the Revolving Loans
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4
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Section
3.2
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Interest after
Due Date
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4
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Section
3.3
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Payment and
Computations
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4
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(a)
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Payments
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4
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(b)
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Computations of
Interest
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4
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(c)
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Interest
Payment Date
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5
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Section
3.4
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Payment at
Termination Date
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5
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Section
3.5
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Optional
Prepayments of Revolving Loans
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5
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Section
3.6
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Commitment
Fee
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5
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ARTICLE IV
CONDITIONS PRECEDENT TO REVOLVING LOANS
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5
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Section
4.1
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Conditions
Precedent to Revolving Loans
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5
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(i)
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No Event of
Default
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5
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(ii)
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Total
Outstanding Revolving Loans
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5
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(iii)
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Borrowing
Notice Certificate
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6
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ARTICLE V
COVENANTS
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6
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Section
5.1
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Proceeds
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6
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Section
5.2
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Seniority
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6
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ARTICLE VI
EVENTS OF DEFAULT
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6
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Section
6.1
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Events of
Default
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6
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Article VII
MISCELLANEOUS
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8
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Section
7.1
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Amendments and
Waivers; Cumulative Remedies
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8
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i
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Page No.
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Section
7.2
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Notices
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8
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Section
7.3
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Governing Law;
Jury Trial Waiver
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8
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Section
7.4
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Successors and
Assigns
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9
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(a)
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Successors and
Assigns
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9
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(b)
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Assignments
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9
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Section
7.5
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Affirmative Rate of Interest Permitted by
Law
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9
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Section
7.6
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Costs and
Expenses
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9
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Section
7.7
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Indemnification
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9
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Section
7.8
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Exculpation
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10
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Section
7.9
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Integration
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10
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Section
7.10
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Severability
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10
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Section
7.11
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Counterparts
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10
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Section 7.12
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Headings, Bold Type and Table of
Contents
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10
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ii
REVOLVING CREDIT
AGREEMENT
This REVOLVING CREDIT AGREEMENT,
dated as of April __, 2006 (the “ Agreement
”), is between ALLIANCE HOLDINGS GP, L.P., a Delaware limited
partnership (the “ Borrower ”), and
C-HOLDINGS, LLC, a Delaware limited liability company (the “
Lender ”).
W I T N E S S E T
H:
WHEREAS, the Borrower desires to
obtain a revolving credit facility from the Lender in an amount of
up to $5,000,000, and the Lender desires to make available to the
Borrower such revolving credit facility, in each case upon the
terms and conditions set forth herein;
NOW, THEREFORE, in consideration of
the premises and the mutual covenants and agreements herein
contained, the Borrower and the Lender hereby agree as
follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS;
AMENDMENT AND RESTATEMENT
Section 1.1 Definitions . As
used in this Agreement, and unless the context requires a different
meaning, the following terms shall have the meanings indicated
(such meanings to be, when appropriate, equally applicable to both
the singular and plural forms of the terms defined):
“ Agreement
” has the meaning specified in the preamble
hereof.
“ Bankruptcy
Code ” shall mean Title 11 of the United States Code
or any similar or successor federal law for the relief of debtors,
as the same may be amended from time to time.
“ Borrower
” has the meaning specified in the preamble of this
Agreement.
“ Borrowing
Notice ” has the meaning specified in
Section 2.2(a) hereof.
“ Business Day
” means any day on which commercial banks are open for
business (and not required or authorized by law to close) in Tulsa,
Oklahoma.
“ Commitment Fee
” has the meaning specified in Section 3.6
hereof.
“ Default Rate
” means the rate of interest applicable from time to time as
specified under Section 3.3 hereof.
“ Dollars
”, “U.S.$” and the sign “$” mean such
coin or currency of the United States of America as at the time
shall constitute legal tender for the payment of public and private
debts.
“ Event of
Default ” has the meaning specified in
Section 6.1 hereof.
“ Funding Date
” shall mean the date on which any loan shall be made by a
Lender to the Borrower hereunder.
“ Indemnitee
” has the meaning specified in Section 7.7
hereof.
“ Interest Rate
” has the meaning specified in Section 3.1
hereof.
“ Lender ”
has the meaning specified in the preamble of this
Agreement.
“ LIBOR ”
means, with respect to any calendar month while this Agreement
remains in effect or any Obligations owing hereunder shall remain
unpaid, the London interbank offered rate for Dollar deposits for a
30-day interest period as quoted on the first Business Day of such
calendar month in the Wall Street Journal or, if not quoted
therein on such date, as quoted in the Wall Street Journal
on the immediately preceding Business Day; provided ,
however , that if LIBOR cannot be determined by reference to
the Wall Street Journal , then LIBOR shall be determined by
reference to another publicly available source or service (such as
Bloomberg), as reasonably selected by the Lender, that displays
LIBOR rates for comparable periods as of comparable dates. The
LIBOR rate determined pursuant to this definition for any calendar
month shall remain in effect for such calendar month from the first
day of such calendar month to the last day of such calendar
month.
“ Material Adverse
Change ” shall mean any material adverse change in
the business, operations, affairs, financial condition, assets or
properties of the Borrower and any subsidiary thereof, taken as a
whole.
“ Obligations
” shall mean all now existing or hereafter arising
indebtedness, obligations, liabilities and covenants of the
Borrower to the Lender arising under or in connection with or
evidenced by this Agreement whether now or hereafter existing, or
due or to become due, including, without limitation, all unpaid
principal of and interest on, and all fees owing in respect of, the
Revolving Loans.
“ Potential Event of
Default ” means an event, condition or circumstance
which, with the giving of notice or the lapse of time, or both,
would constitute an Event of Default.
“ Revolving
Loan(s) ” shall have the meaning specified in
Section 2.1(a) hereof.
“ Revolving Loan
Commitment ” shall mean the commitment of the Lender
to make Revolving Loans in an aggregate amount of up to Five
Million and no/100 Dollars ($5,000,000), as such amount may be
reduced from time to time in accordance with the provisions of
Section 2.1(c) hereof or pursuant to Section 6.1
hereof.
“ Termination
Date ” shall mean the earlier of ( x
) March 31, 2007 and ( y ) the date that is
30 calendar days following the date on which the Lender shall have
given written notice to the Borrower to the effect that, on (but
not before) such 30th day (or such later
2
date which shall be not more than 90
calendar days from the date of the giving of such notice), the
Lender shall cease to be the legal and beneficial owner, directly
or indirectly, of at least 50.1% of the outstanding equity voting
interests of the sole or managing general partner of the
Borrower.
Section 1.2 Time Period
Computations . In the computation of a period of time specified
in this Agreement from a specified date to a subsequent date, the
word “from” means “from and including” and
the words “to” and “until” mean “to
but excluding”.
ARTICLE II
GENERAL PROVISIONS OF REVOLVING
CREDIT FACILITY
Section 2.1 The Revolving
Loans .
(a) Revolving Loan Borrowings
. Subject to the terms and conditions of this Agreement, the Lender
agrees to make revolving loans (each, a “ Revolving
Loan ” and, collectively, the “ Revolving
Loans ”) to the Borrower from time to time on and
after the date hereof until one Business Day prior to the
Termination Date in an aggregate principal amount outstanding at
any time of up to, but not in excess of, the Revolving Loan
Commitment. Within the limits and subject to the terms and
conditions set forth in this Agreement, the Borrower may borrow up
to the Revolving Loan Commitment pursuant to this Section 2.1
and Section 2.2 hereof, may prepay pursuant to
Section 3.5 hereof, and reborrow under this Section 2.1
hereof.
(b) Recording of Loans . The
Lender is hereby authorized to record in its books and records,
among other things, the amount and Funding Date of each Revolving
Loan made by the Lender and the amount and date of each payment or
prepayment of any Revolving Loan. No failure to so record nor any
error in so recording shall affect the obligations of the Borrower
to repay the actual outstanding principal amount of the Revolving
Loans, with interest thereon, as provided in this
Agreement.
(c) Optional Termination or
Reduction in Revolving Loan Commitment . The Borrower shall
have the right, upon not less than 3 Business Days’ notice to
the Lender, to terminate the unused part of the Revolving Loan
Commitment; provided that no such termination or reduction
shall be permitted to the extent that after giving effect thereto
and to any prepayments of Revolving Loans made on the effective
date thereof, the aggregate principal amount of the Revolving Loans
then outstanding would exceed the Revolving Loan Commitment then in
effect. Any such reduction shall be in an amount equal to $500,000
or a whole multiple of $100,000 in excess thereof, and shall reduce
permanently the Revolving Loan Commitment then in
effect.
Section 2.2 Revolving Loan
Borrowing Procedures .
(a) Notice of Revolving
Borrowing . Whenever the Borrower desires to borrow Revolving
Loans under Section 2.1 hereof, the Borrower shall deliver to
the Lender written notice (each such notice, a “
Borrowing Notice ”) no later than 5:00 p.m.
(Central time) on the Business Day prior to the Funding Date of
such Revolving Loan (or, in the sole discretion of the Lender, no
later than 11:00 a.m. (Central time) on the Funding Date). The
Borrowing Notice
3
shall specify ( i ) that the
Borrower wishes to effect one or more Revolving Loans, ( ii
) the aggregate principal amount of the Revolving Loan thereby
requested (which shall not be less than $50,000.00 and shall be in
multiples of $10,000, ( iii ) the requested Funding
Date of such Revolving Loan, which date shall be a Business Day,
and ( iv ) the total aggregate amount of the undrawn
Revolving Loan Commitment then available. In lieu of delivering the
above-described Borrowing Notice, the Borrower may give the Lender
telephonic notice of any such proposed borrowing by the time
period, as applicable, required under this Section 2.2(a);
provided that such notice shall be confirmed in writing by
delivery to the Lender promptly (but in no event later than 1:00
p.m. (Central time) on the Funding Date of the requested Revolving
Loan) of a Borrowing Notice.
(b) Making of Revolving Loans
. After receipt of a Borrowing Notice under clause (a) of this
Section 2.2 (or telephonic notice, as the case may be), the
Lender shall, subject to the provisions of Section 4.1 hereof,
make the amount of the requested Revolving Loan available to the
Borrower in Dollars and in immediately available funds not later
than 3:00 P.M. (Central time) on the Funding Date applicable to the
Revolving Loan specified in the Borrowing Notice.
ARTICLE III
INTEREST, FEES AND
REPAYMENT
Section 3.1 Interest Rate on the
Revolving Loans . The aggregate amount of all Revolving Loans
outstanding from time to time shall bear interest at a rate per
annum equal to LIBOR plus two (2.0%) (the “
Interest Rate ”).
Section 3.2 Interest after Due
Date . In the event the Borrower fails to make any payment of
the principal amount of or interest on any of the Revolving Loans
or any other amount owing hereunder, in each case when due (whether
by demand, acceleration or otherwise), the Borrower shall pay to
the Lender interest on such unpaid amount, payable from time to
time on demand, from the date such amount shall have become due to
the date of payment thereof, accruing on a daily basis, at a per
annum rate (the “ Default Rate ”) equal
to the sum of ( x ) the Interest Rate plus (
y ) two percent (2%).
Section 3.3 Payment and
Computations .
(a) Payments . All
pay