REVOLVING LINE OF
CREDIT NOTE
$20,000,000.00
Albuquerque, New
Mexico
March 30, 2005
FOR VALUE RECEIVED, the undersigned SBS Technologies, Inc., a New
Mexico corporation ("Borrower") promises to pay to the order of
WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") at its office at
200 Lomas Blvd. N.W., Albuquerque, New Mexico, or at such other
place as the holder hereof may designate, in lawful money of the
United States of America and in immediately available funds, the
principal sum of Twenty Million and No/100 Dollars
($20,000,000.00), or so much thereof as may be advanced and be
outstanding, with interest thereon, to be computed on each advance
from the date of its disbursement as set forth herein.
DEFINITIONS:
As used herein, the following terms shall have the meanings set
forth after each, and any other term defined in this Note shall
have the meaning set forth at the place defined:
(a)
"Business Day" means any day except a Saturday, Sunday or any other
day on which commercial banks in New Mexico are authorized or
required by law to close.
(b)
"Fixed Rate Term" means a period commencing on a Business Day and
continuing for one, two or three months, as designated by Borrower,
during which all or a portion of the outstanding principal balance
of this Note bears interest determined in relation to LIBOR;
provided however, that a Fixed Rate term may only be selected in
multiples of twenty-five thousand and no/100 dollars ($25,000.00)
and that no Fixed Rate Term may be selected for a principal amount
less than One Hundred Thousand and no/100 Dollars ($100,000.00);
and provided further, that no Fixed Rate Term shall extend beyond
the scheduled maturity date hereof. If any Fixed Rate Term would
end on a day which is not a Business Day, then such Fixed Rate Term
shall be extended to the next succeeding Business Day.
(c)
"LIBOR" means the rate per annum (rounded upward, if necessary, to
the nearest whole 1/16 of 1%) and determined pursuant to the
following formula:
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LIBOR =
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Base LIBOR
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100% - LIBOR Reserve Percentage
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(i)
"Base LIBOR" means the rate per annum for United States dollar
deposits quoted by Bank as the Inter-Bank Market Offered Rate, with
the understanding that such rate is quoted by Bank for the purpose
of calculating effective rates of interest for loans making
reference thereto, on the first day of a Fixed Rate Term for
delivery of funds on said date for a period of time approximately
equal to the number of days in such Fixed Rate Term and in an
amount approximately equal to the principal amount to which such
Fixed Rate Term applies. Borrower understands and agrees that Bank
may base its quotation of the Inter-Bank Market Offered Rate upon
such offers or other market indicators of the Inter-Bank Market as
Bank in its discretion deems appropriate including, but not limited
to, the rate offered for U.S. dollar deposits on the London
Inter-Bank Market.
(ii)
"LIBOR Reserve Percentage" means the reserve percentage prescribed
by the Board of Governors of the Federal Reserve System (or any
successor) for "Eurocurrency Liabilities" (as defined in Regulation
D of the Federal Reserve Board, as amended), adjusted by Bank for
expected changes in such reserve percentage during the applicable
Fixed Rate Term.
(d)
"Prime Rate" means at any time the rate of interest most recently
announced within Bank at its principal office as its Prime Rate,
with the understanding that the Prime Rate is one of Bank's base
rates and serves as the basis upon which effective rates of
interest are calculated for those loans making reference thereto,
and is evidenced by the recording thereof after its announcement in
such internal publication or publications as Bank may
designate.
INTEREST:
(a)
Interest . The outstanding principal balance of this Note
shall bear interest (computed on the basis of a 360-day year,
actual days elapsed) either (i) at a fluctuating rate equal to the
Prime Rate in effect from time to time, or (ii) at a fixed rate per
annum determined by Bank to be one and three-fourths percent
(1.75%) above LIBOR in effect on the first day of the applicable
Fixed Rate Term. When interest is determined in relation to the
Prime Rate, each change in the rate of interest hereunder shall
become effective on the date each Prime Rate change is announced
within Bank. With respect to each LIBOR selection hereunder, Bank
is hereby authorized to note the date, principal amount, interest
rate and Fixed Rate Term applicable thereto and any payments made
thereon on Bank's books and records (either manually or by
electronic entry) and/or on any schedule attached to this Note,
which notations shall be prima facie evidence of the accuracy of
the information noted.
(b)
Selection of Interest Rate Options . At any time any portion
of this Note bears interest determined in relation to LIBOR, it may
be continued by Borrower at the end of the Fixed Rate Term
applicable thereto so that all or a portion thereof bears interest
determined in relation to the Prime Rate or to LIBOR for a new
Fixed Rate Term designated by Borrower. At any time any portion of
this Note bears interest determined in relation to the Prime Rate,
Borrower may convert all or a portion thereof so that it bears
interest determined in relation to LIBOR for a Fixed Rate Term
designated by Borrower. At such time as Borrower requests an
advance hereunder or wishes to select a LIBOR option for all or a
portion of the outstanding principal balance hereof, and at the end
of each Fixed Rate Term, Borrower shall give Bank notice
specifying: (i) the interest rate option selected by Borrower;
(ii) the principal amount subject thereto; and (iii) for each
LIBOR selection, the length of the applicable Fixed Rate Term. Any
such notice may be given by telephone (or such other electronic
method as Bank may permit) so long as, with respect to each LIBOR
selection, (A) if requested by Bank, Borrower provides to Bank
written confirmation thereof not later than three (3) Business Days
after such notice is given, and (B) such notice is given to Bank
prior to 10:00 a.m., Mountain Time, on the first day of the Fixed
Rate Term, or at a later time during any Business Day if Bank, at
its sole option but without obligation to do so, accepts Borrower's
notice and quotes a fixed rate to Borrower. If Borrower does not
immediately accept a fixed rate whe
