REDUCING REVOLVING CREDIT AGREEMENT
This Credit Agreement is made and entered into as of the 29th day of
March, 1996 by and between Pennsylvania Company, a Delaware corporation
("Lender"), and Great American Holding Corporation, an Ohio corporation
("Borrower").
WHEREAS, Borrower and Lender wish to enter into this Reducing
Revolving Credit Agreement pursuant to which Borrower may borrow from Lender
up to $150,000,000;
WHEREAS, Lender and The First National Bank of Boston, as Agent have
entered into a Credit Agreement dated as of December 29, 1995 ("Bank of
Boston Agreement") which provides that Lender may borrow up to $75,000,000
upon the terms and conditions set forth in the Bank of Boston Agreement;
WHEREAS, Lender and Borrower believe it to be mutually beneficial to
enter into an agreement similar to the Bank of Boston Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereby agree as follows:
Section 1. Revolving Loans. From and after the date hereof to
and including December 31, 2000, Lender will make available to the Borrower
loans as requested by Borrower
pursuant to the provisions hereof. Each such loan shall be referred to
herein as a "Loan". Borrower may borrow and repay Loans hereunder from time
to time so long as the aggregate amount of Loans outstanding hereunder at any
one time does not exceed the amounts on and after each date set forth in the
following table:
Maximum Amount
Date of Loan Outstanding
- -----------------------------------------------------------------------
December 31, 1998 $150,000,000
March 31, 1999 140,000,000
June 30, 1999 120,000,000
September 30, 1999 100,000,000
December 31, 1999 80,000,000
March 31, 2000 60,000,000
June 30, 2000 40,000,000
September 30, 2000 20,000,000
December 31, 2000 - 0 -
The Lender shall, and is hereby irrevocably authorized by the Borrower to,
endorse on the schedule to the attached Promissory Note ("Note") or a
continuation of such schedule, an appropriate notation evidencing advances
and repayments of Loans pursuant to this Credit Agreement.
On December 31, 2000, the outstanding principal balance on the Loans
will be due and payable.
Borrower may pay any and all amounts outstanding hereunder at any time
without penalty.
Section 2. The Note. The absolute and unconditional obligation
of the Borrower to repay to Lender the principal amount of Loans pursuant to
this Credit Agreement shall be evidenced by a Note in the form attached. The
obligations of Borrower hereunder are not secured by any assets of Borrower.
Section 3. Procedure for Obtaining Loans. Whenever the
Borrower desires to receive a Loan, the Borrower will furnish to the Lender a
written or telephonic request therefor which shall (1) be received by the
Lender not less than one and not more than ten Business Days prior to the
date of such Loan, unless waived by Lender, (2) state the amount of such
Loan, (3) state the bank account of the Borrower to which payment of the
proceeds of such Loan is to be made. Any telephonic application made by the
Borrower pursuant to the provisions of this Section 3 shall be promptly
confirmed in writing.
Section 4. Interest Payable on Note.
Interest shall be paid on the outstanding principal amount of the Note
until the principal sum or the unpaid portion thereof shall have been fully
paid. The applicable interest rate shall be the rate at which Borrower could
borrow under the Bank of Boston Agreement.
Section 5. Term, Conditions, Covenants, Representations,
Warranties and Provisions of this Agreement. Other than as set forth in this
Credit Agreement and except for Sections 5 and 6 of the Bank of Boston
Agreement, all of the terms, conditions, covenants, representations,
warranties and provisions of the Bank of Boston Agreement are incorporated by
reference in this Agreement, including, without limitation, provisions
relating to default and events of default.
Section 6. Binding Effect. This Credit Agreement shall be
binding upon and inure to the benefit of the Borrower and the Lender and
their respective successors and assigns. The Borrower shall not have the
right to assign its rights hereunder or any interest herein without the prior
written consent of the Lender.
The Lender shall have the right to assign all or any part of its
obligations to make the loan to any affiliate or subsidiary; provided,
however, such Assignment shall not relieve the Lender of its obligations
hereunder. In the event of such Assignment by the Lender, the assignee, in
addition to the Lender, shall be deemed to have been named the "Lender" in
the first paragraph of this Credit Agreement and all representations,
warranties and covenants of the Borrower made herein shall be deemed to have
been made to and shall inure to the benefit of such assignee.
Section 7. Governing Law. The Loan Documents shall be deemed
to be contracts made under the laws of, executed and delivered in the State
of Ohio, and for all purposes shall be construed in accordance with the laws
of said State.
IN WITNESS WHEREOF, the parties hereto have executed this Credit
Agreement on the day and year first above written.
PENNSYLVANIA COMPANY
By: Fred J. Runk
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Sr. Vice President & Treasurer
GREAT AMERICAN HOLDING CORPORATION
By: James E. Evans
-----------------------------
Vice President
PROMISSORY NOTE
As of March 29, 1996
1. FOR VALUE RECEIVED, the undersigned, GREAT AMERICAN HOLDING
CORPORATION (the "Company"), hereby promises to pay Pennsylvania Company (the
"Lender"), the aggregate unpaid principal amount of the loans made by the
Lender to the Company pursuant to the Credit Agreement referred to below.
The Company promises to pay daily interest from the date hereof, computed as
provided in such Credit Agreement, on the aggregate principal amount of such
loans from time to time unpaid at the rate determined as set forth in Section
4 of the Credit Agreement and to pay interest on overdue principal and, to
the extent not prohibited by applicable law, on overdue installments of
interest and principal and fees at the rate specified in such Credit
Agreement, all such interest being payable at the time specified in such
Credit Agreement, except that all accrued interest shall be paid at the
stated or accelerated maturity hereof or upon the prepayment in full hereof.
2. Payments hereunder shall be made to the Lender at One East Fourth
Street, Cincinnati, Ohio 45202.
3. All Loans made by the Lender pursuant to the Credit Agreement
referred to below and all repayments of the principal thereof shall be
recorded by the Lender and, prior to any transfer hereof, appropriate
notations to evidence the foregoing information with respect to each such
loan then outstanding shall be endorsed by the Lender on the schedule
attached hereto or on a continuation of such schedule attached to and made
part hereof; provided, however, that the failure of the Lender to make any
such recordation or endorsement shall not affect the obligations of the
Company under this Promissory Note ("Note") or the Credit Agreement.
4. This Note evidences borrowings under and is entitled to the benefits
of and is subject to the provisions of the Credit Agreement dated as of
December 29, 1995, as from time to time in effect (the "Credit Agreement"),
among the maker and the payee hereof. The principal of this Note is
prepayable in any amount and may be prepaid in whole or from time to time in
part. Terms defined in the Credit Agreement and not otherwise defined herein
are used herein with the meanings so defined.
5. In case an Event of Default shall occur, the entire principal of this
Note may become or be declared due and payable.
6. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS (OTHER THAN THE CONFLICT OF LAWS RULES) OF THE STATE OF OHIO.
7. The Company hereby waives presentment, demand, notice, protest and
all other demands and notices in connection with the delivery, acceptance,
performance and enforcement of this Note, except as specifically otherwise
provided in the Credit Agreement, and assent to extensions of time of
payment, or forbearance or other indulgence without notice.
GREAT AMERICAN HOLDING CORPORATION
By: Fred J. Runk
---------------------------
Vice President & Treasurer