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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
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