EXHIBIT 10 (L)
PROCEDURES LETTER-FLOATING AND FIXED RATE LOANS
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60690
Gentlemen:
Oil-Dri Corporation of America, a Delaware corporation (the "Company")
hereby requests that borrowings under its $10,000,000 line of credit
granted by Harris Trust and Savings Bank be made and documented upon the
following terms and conditions.
All borrowings made by us under our line of credit from you shall bear
interest prior to maturity either (i) at a rate per annum which is equal at
all times to the rate from time to time announced by you as your prime
commercial rate, with any change in the interest rate on such borrowings by
virtue of a change in such prime commercial rate to be and become effective
as of and on the date of the relevant change in such prime commercial rate
(such borrowings being hereinafter collectively referred to as the
"Floating Rate Loans" and individually as a "Floating Rate Loan") or (ii)
at our request, if you so agree, at a short term fixed rate of interest on
and subject to the terms hereinafter set forth (such borrowings being
hereinafter collectively referred to as the "Fixed Rate Loans" and
individually as a "Fixed Rate Loan"). The Floating Rate Loans and the
Fixed Rate Loans are sometimes hereinafter collectively referred to as the
"Loans" and individually as a "Loan".
You will from time to time receive telephonic requests for Fixed Rate Loans
from any one of the persons authorized to borrow on our behalf under the
terms of this letter, each such request to specify the amount and term of
the requested Fixed Rate Loan. If you are willing to make a Fixed Rate
Loan available to us for the amount and for the term requested, you shall
advise the requesting person of the interest rate at which you are prepared
to make such Fixed Rate Loan and if the person acting on our behalf
indicates that such rate is acceptable, the Loan shall be deemed
consummated. Each Fixed Rate Loan shall be in a minimum amount of
$1,000,000.00 and shall mature upon demand, but prior to demand, shall
mature on the last day of the period for which the interest rate applicable
to such Fixed Rate Loan shall have been fixed (each such period being
hereinafter referred to as an "Interest Period".) We acknowledge and agree
that you have no obligation to quote rates or to make or refund any Fixed
Rate Loan after receiving a request therefor from us and that any Fixed
Rate Loan made by you to us shall be subject to such other terms and
conditions as are mutually agreed upon between you and us.
We agree that no Fixed Rate Loan may be voluntarily prepaid prior to its
express maturity date. In the event you shall incur any loss, cost or
expense (including, without limitation, any loss of profit and any loss,
cost or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by you to fund or maintain any Fixed Rate
Loan or the relending or reinvesting of such deposits or amounts paid or
prepaid by us) as a result of any payment, (whether voluntary or as a
result of a demand hereunder) of a Fixed Rate Loan on a date other than the
last day of the Interest Period applicable thereto, then upon your demand,
we shall pay you such amounts as will reimburse you for such loss, cost or
expense. If you make such a claim for compensation, you shall provide to
us a certificate setting forth the amount of such loss, cost or expense in
reasonable detail and such certificates shall be conclusive and binding on
us as to the amount thereof except in the case of manifest error.
All borrowings made by us under our line of credit from you shall be
payable on demand but if no demand is made, each such borrowing shall
automatically mature (i) on the last day of the Interest Period applicable
thereto in the case of Fixed Rate Loans and (ii) in the case of Floating
Rate Loans, on the interest payment date next following the date the
Floating Rate Loan is made, provided that, the Floating Rate Loans will
automatically be refunded with new Floating Rate Loans maturing on demand
but if no demand is made, then on the interest payment date next following
the date such new Floating Rate Loan is made, unless the line of credit has
been terminated or expired or you have advised us that you do not desire to
effect such a renewal.
Interest on all borrowings hereunder shall be computed on the basis of a
year of 360 days and actual days elapsed and shall be payable, in the case
of Floating Rate Loans, on the 25th day of each month, and in the case of
Fixed Rate Loans, on the last day of their Interest Period and, if such
Interest Period is longer than three (3) months, every three (3) months
after the Loan is made, and, in the case of all Loans, upon demand.
In the event that the Company fails to pay any portion of a Loan when due
(whether by lapse of time, upon demand or otherwise), such unpaid amount
shall thereafter bear interest, which the Company hereby promises to pay at
your offices in Chicago, Illinois, at a rate per annum which is equal at
all times to the greater of (i) the rate per annum determined by adding
three percent (3%) to the rate applicable to such Loan prior to maturity
or, (ii) the rate per annum determined by adding three percent (3%) to the
rate from time to time announced by you as your prime commercial rate.
All borrowings hereunder shall be made against and evidenced by a
promissory note of the Company payable to your order in the aggregate
principal amount of $10,000,000, such note to mature upon demand, and to be
otherwise in the form of Exhibit A attached hereto (the "Note"). All
borrowings made hereunder, the status of such borrowings as Floating Rate
Loans or Fixed Rate Loans, the rates of interest and Interest Periods
applicable to Fixed Rate Loans and the repayment of any principal of the
borrowings hereunder shall be recorded by you on your books and records or,
at your option, endorsed on the reverse side of the Note or on a schedule
thereto and the unpaid principal balance, status and interest rates at any
time so recorded or endorsed shall be prima facie evidence in any court or
other proceedings brought to enforce the Note of the amount remaining
unpaid thereon, the interest rate applicable thereto and the status of
Loans evidenced thereby.
You agree until further notice that upon oral advice by telephone received
by you from time to time from authorized persons listed in this letter that
we wish to borrow money, you will, lend and deposit to our general account
with you, known as Account Number 367-985-9 (the "Account") such sums of
money as may be mutually agreed upon. Each such request for a borrowing
shall specify whether we are requesting a Floating Rate Loan or a Fixed
Rate Loan. We agree to confirm such borrowings in writing by mailing on
the same day a letter in the form attached hereto as Exhibit B in the case
of any Floating Rate Loan and in the form attached hereto as Exhibit C in
the case of a Fixed Rate Loan, in each case signed by any one of the
following: Richard M. Jaffee and Daniel S. Jaffee. It is understood,
however, that pending receipt of such letter by you in the ordinary course
of the mails, that any sums of money borrowed by telephone on advice of an
authorized person or a person purporting to be an authorized person in
accordance with the foregoing arrangement shall immediately be credited to
the Account, and we shall be obligated to repay to you the sums so borrowed
at the times and with the interest as set forth in this letter
notwithstanding that any such borrowing is not confirmed as contemplated
above.
The persons authorized to give you telephonic instructions to lend money
and repay borrowings in accordance with the foregoing are Richard M.
Jaffee, Chairman and Chief Executive Officer (singly, by telephone or in
writing, including by telecopy or other facsimile means); Daniel S. Jaffee,
President and Chief Operating Officer (singly, by telephone or in writing,
including by telecopy or other facsimile means); *Joseph C. Miller, Vice
Chairman; *Michael L. Goldberg, Vice President and Chief Financial Officer;
*Donald J. Deegan, Vice President, Strategic Planning and Business Development;
*Richard L. Pietrowski, Treasurer; *Louis T. Bland, Jr., Secretary. In
accepting telephonic advices from any of such persons in accordance with
the terms of this Agreement, you shall be entitled to rely on advices given
by any person purporting to be any one of such persons and shall have no
liability to us on account of any action taken by you pursuant to such
telephonic advices provided you have acted in good faith in connection
therewith. You are, of course, authorized to lend money to us upon the
written (including telecopies or other facsimile) instructions of any
person and/or employees authorized to borrow funds by telephonic advice.
This Agreement and the arrangements and authorizations herein contemplated
shall remain in full force and effect, and shall be applicable to any
renewals of, or replacements or substitutions for, our present revolving
line of credit from you, unless and until you have received written notice
from the Company of the termination or modification of this Agreement at
your office in Chicago, Illinois or unless and until the Company has
received such a notice at its address as shown on your records from you;
provided that no such termination or modification by the Company shall
affect any transaction which occurred prior to the receipt of such notice
by you nor shall any such termination or modification become effective
without your written consent unless and until all amounts which shall have
been borrowed hereunder shall have been repaid in full. This Agreement and
your acceptance of this Agreement as hereinafter contemplated do not
constitute any commitment on your part to make any credit available to the
Company, it being understood that the making of credit available to the
Company by you from time to time shall be under and pursuant to the line of
credit arrangement that this Company has with you and shall be subject to
the terms and conditions incidental to such line of credit. This Agreement
and the rights and remedies of the parties hereto shall be governed by the
laws of Illinois.
*The following officers and/or employees of the Corporation are authorized
and empowered to give instructions to lend money and repay borrowings by
manual signature only with a signature of any one other included.
If you are in agreement with the foregoing, please sign in the appropriate
place on the enclosed counterpart and return such counterpart to us,
whereupon this letter shall become a binding agreement between you and us.
Dated this 25th day of July, 1996.
Very truly yours,
OIL-DRI CORPORATION OF AMERICA
By: _/s/Daniel S. Jaffee________________
Its: President
Accepted as of the date last above written.
HARRIS TRUST AND SAVINGS BANK
By: /s/Patrick J. McDonnell
Its Vice President
UNSECURED
NOTE
$10,000,000 July 25, 1996.
ON DEMAND, for value received, the undersigned, Oil-Dri Corporation of
America, a Delaware corporation (the "Company"), promises to pay to the
order of HARRIS TRUST AND SAVINGS BANK (the "Bank") at its offices at 111
West Monroe Street, Chicago, Illinois, the principal sum of Ten Million and
00/100 Dollars ($10,000,000), or, if less, so much thereof as may be
advanced to the Company hereon pursuant to the Procedures Letter
hereinafter referred to.
This Note evidences both Floating Rate Loans and Fixed Rate Loans as such
terms are defined in that certain Procedures Letter-Floating and Fixed Rate
Loans bearing even date herewith (the "Procedures Letter") by and between
the Company and the Bank as the same may from time to time be amended,
renewed or extended and the Company hereby promises to pay interest on each
Loan evidenced hereby at the rate and time specified therefor in the
Procedures Letter. All capitalized terms used herein without definition
shall have the same meanings herein as such terms are defined in the
Procedures Letter.
Each Loan made under the Procedures Letter by the Bank to the Company, any
repayment of principal hereon, the status of each such Loan as a Floating
Rate Loan or a Fixed Rate Loan, the interest rate and, in the case of the
Fixed Rate Loans, the Interest Period applicable thereto shall be endorsed
by the holder hereof on the reverse side of this Note or (so long as this
Note is held by Harris Trust and Savings Bank) recorded on the books and
records of the holder hereof and the Company agrees that in any action or
proceeding instituted to collect or enforce collection of this Note, the
amount so endorsed on the reverse side hereof or recorded on the books and
records of Harris Trust and Savings Bank shall be prima facie evidence of
all such amounts.
This Note and the holder hereof are entitled to all the benefits provided
for under the Procedures Letter, to which reference is hereby made for a
statement thereof. The Company hereby waives presentment and notice of
dishonor. The Company agrees to pay to the holder hereof all expenses
incurred or paid by such holder, including attorney's fees and court costs,
in connection with the collection of this Note. It is agreed that this
Note and the rights and remedies of the holder hereof shall be construed in
accordance with and governed by the laws of Illinois.
OIL-DRI CORPORATION OF AMERICA
By: _________________________
Its: __________________
EXHIBIT A
UNSECURED
NOTE
$10,000,000 July 25, 1996.
ON DEMAND, for value received, the undersigned, Oil-Dri Corporation of
America, a Delaware corporation (the "Company"), promises to pay to the
order of HARRIS TRUST AND SAVINGS BANK (the "Bank") at its offices at 111
West Monroe Street, Chicago, Illinois, the principal sum of Ten Million and
00/100 Dollars ($10,000,000), or, if less, so much thereof as may be
advanced to the Company hereon pursuant to the Procedures Letter
hereinafter referred to.
This Note evidences both Floating Rate Loans and Fixed Rate Loans as such
terms are defined in that certain Procedures Letter-Floating and Fixed Rate
Loans bearing even date herewith (the "Procedures Letter") by and between
the Company and the Bank as the same may from time to time be amended,
renewed or extended and the Company hereby promises to pay interest on each
Loan evidenced hereby at the rate and time specified therefor in the
Procedures Letter. All capitalized terms used herein without definition
shall have the same meanings herein as such terms are defined in the
Procedures Letter.
Each Loan made under the Procedures Letter by the Bank to the Company, any
repayment of principal hereon, the status of each such Loan as a Floating
Rate Loan or a Fixed Rate Loan, the interest rate and, in the case of the
Fixed Rate Loans, the Interest Period applicable thereto shall be endorsed
by the holder hereof on the reverse side of this Note or (so long as this
Note is held by Harris Trust and Savings Bank) recorded on the books and
records of the holder hereof and the Company agrees that in any action or
proceeding instituted to collect or enforce collection of this Note, the
amount so endorsed on the reverse side hereof or recorded on the books and
records of Harris Trust and Savings Bank shall be prima facie evidence of
all such amounts.
This Note and the holder hereof are entitled to all the benefits provided
for under the Procedures Letter, to which reference is hereby made for a
statement thereof. The Company hereby waives presentment and notice of
dishonor. The Company agrees to pay to the holder hereof all expenses
incurred or paid by such holder, including attorney's fees and court costs,
in connection with the collection of this Note. It is agreed that this
Note and the rights and remedies of the holder hereof shall be construed in
accordance with and governed by the laws of Illinois.
OIL-DRI CORPORATION OF AMERICA
By:/s/ Daniel S. Jaffee
Its: President
CONFIRMATION
(FLOATING RATE LOAN)
___________________, 19___
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois
Attention: Emerging Majors-Illinois
Gentlemen:
This will confirm the telephone conversation Ms./Mr.___________________ had
with your office today whereby we arranged under the Procedures Letter
currently in effect between us for a $__________ Floating Rate Loan. We
promise to pay such Floating Rate Loan, together with interest thereon as
provided for in the terms of such Procedures Letter.
It is our understanding that the proceeds of this Loan have been deposited
in our account with you, or if the foregoing Loan represents a refunding or
extension of an outstanding Loan, you have noted the same on your books.
Very truly yours,
OIL-DRI CORPORATION OF AMERICA
By:_______________________________
Its:_____________________________
EXHIBIT B
CONFIRMATION
(FIXED RATE LOAN)
___________________, 19___
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois
Attention: Emerging Majors-Illinois
Gentlemen:
This will confirm the telephone conversation Ms./Mr.____________________
had with your office today whereby we arranged under the Procedures Letter
currently in effect between us for a $__________ Fixed Rate Loan bearing
interest at the rate of _____% per annum and maturing _____ days from this
date. We promise to pay such Loan, together with interest thereon on such
maturity date, all as provided for in the terms of the Procedures Letter.
It is our understanding that the proceeds of this Loan have been deposited
in our account with you, or if the foregoing Loan represents a refunding or
extension of an outstanding Loan, that the same and the new interest rate
and maturity has been noted on your books.
Very truly yours,
OIL-DRI CORPORATION OF AMERICA
By: _______________________________
Authorized Signature
EXHIBIT C
RESOLUTIONS
I, Louis T. Bland, Jr., do hereby certify that I am the duly elected,
qualified and acting Secretary of Oil-Dri Corporation of America, a
corporation duly organized and existing under the laws of the State of
Delaware, and that as such Secretary, I am the keeper of the records and
corporate seal of said Corporation.
I further certify that the following is a full, true and correct copy of
consent resolutions adopted by the Executive Committee of the Board of
Directors of said Corporation on the 23rd day of July, 1996, and that said
resolutions are still in full force and effect and do not in any manner
contravene the Charter or By-Laws of said Corporation:
WHEREAS, Harris Trust and Savings Bank, Chicago, Illinois (the "Bank") has
granted this Corporation a line of credit in the amount of $10,000,000 with
borrowings under such facility to bear interest prior to demand on the
balance of principal from time to time remaining unpaid thereon at the rate
per annum which is equal to the prime commercial rate of the Bank from time
to time in effect or at a fixed rate of interest, such borrowings to be
made and repaid on a revolving basis and this Corporation has requested
that all borrowings by this Corporation under such facility be evidenced by
a master promissory note of this Corporation; and
WHEREAS, there is now before this Board of Directors, a copy of a
Procedures Letter - Floating and Fixed Rate Loans (the "Agreement")
embodying the terms and conditions under which borrowings under the
aforesaid line of credit will be made and a form of demand promissory note
to evidence said borrowings (the "Note") and said Agreement and Note having
been examined by this Board are in the judgment of the Board in their
proper form for their intended purposes;
NOW, THEREFORE, BE IT AND IT IS HEREBY RESOLVED BY THIS BOARD OF DIRECTORS
as follows:
1. Any one of the following officers and/or employees of this Corporation:
Richard M. Jaffee, Chairman and Chief Executive Officer (singly, by
telephone or in writing, including by telecopy or other facsimile means);
Daniel S. Jaffee, President and Chief Operating Officer (singly, by
telephone or in writing, including by telecopy or other facsimile means);
*Joseph C. Miller, Vice Chairman; *Michael L. Goldberg, Vice President and
Chief Financial Officer; *Donald J. Deegan, Vice President, Strategic
Planning and Business Development; *Richard L. Pietrowski, Treasurer;
*Louis T. Bland, Jr., Secretary be and each of them is hereby authorized,
empowered and directed for, in the name and on behalf of this Corporation
(and attested to by its Secretary and under its corporate seal if so
requested by the Bank), to execute and deliver to the Bank a Procedures
Letter - Floating and Fixed Rate Loans containing substantially the terms,
conditions and provisions as set forth in the form of Agreement now before
this meeting and hereby approved, and/or such additional, modified or
revised terms as may be acceptable to any of said officers and/or employees
as evidenced by his execution thereof and also to borrow from the Bank up
to $10,000,000 and in evidence thereof to execute and deliver a promissory
note of this Corporation in the form of the Note now before this meeting
and hereby approved or containing such additional, modified or revised
terms as may be acceptable to any of said officers and/or employees by his
execution thereof, and to enter into, execute and deliver such amendments
or modifications to said Agreement from time to time as may be acceptable
to any of said officers and/or employees as evidenced by his execution
thereof, including amendments changing the persons authorized to act on
behalf of this Corporation thereunder or under numbered paragraphs one and
two of these Resolutions and also to execute and deliver new promissory
notes and letter agreements to the Bank when from time to time appropriate
in order to continue the arrangements contemplated by the Note and
Agreement now before this meeting in effect through any changes (including
increases) in this Corporation's credit arrangement with the Bank.
2. That any one of the following officers and/or employees of this
Corporation: Richard M. Jaffee, Chairman and Chief Executive Officer
(singly, by telephone or in writing, including by telecopy or other
facsimile means); Daniel S. Jaffee, President and Chief Operating Officer;
*Joseph C. Miller, Vice Chairman; *Michael L. Goldberg, Vice President and
Chief Financial Officer; *Donald J. Deegan, Vice President, Strategic
Planning and Business Development; *Richard L. Pietrowski, Treasurer;
*Louis T. Bland, Jr., Secretary be and each of them is hereby authorized,
directed and empowered for and on behalf and in the name of this
Corporation to, by telephone or in writing (including by telecopy or other
facsimile means) request borrowings from and direct repayment to, the Bank
from time to time pursuant to said Agreement in such amounts from time to
time as such officers and/or employees deem appropriate and to orally
direct the transfer by wire of funds so borrowed to the account of this
Corporation at the Bank and to select the interest rate options applicable
to the borrowings by this Corporation under its revolving line of credit in
accordance with the Agreement.
3. Any of the officers, agents and employees of this Corporation be and
they are hereby authorized, empowered and directed to do and perform such
other acts and things, and to make, execute and deliver from time to time
such other documents and instruments on behalf of this Corporation in order
to comply with or evidence compliance with the terms of said Agreement and
any other documents as so executed.
4. The Secretary of this Corporation shall deliver a certified copy of
these resolutions to the Bank, and the Bank shall be entitled conclusively
to presume as against this Corporation that these resolutions remain in
full force and effect and said officers, employees and agents authorized
hereunder continue to be authorized to act pursuant to the authority herein
granted unless and until said Bank shall have actually received written
notification from the Secretary or other officer of this Corporation of the
rescission, modification or amendment of these resolutions or of the
authorization herein contained; but no such rescission, modification or
amendment shall affect any transaction occurring prior to the actual
receipt by the Bank of such written notice.
5. These Resolutions shall be in addition to and supplementary of all
resolutions of this Board of Directors now or hereafter on file with said
Bank and this Resolution shall not revoke, supersede or modify any of such
other resolutions.
*The following officers and/or employees of the Corporation are authorized
and empowered to give instructions to lend money and repay borrowings by
manual signature only with a signature of any one other included.
I further certify that the Agreement and Note referred to in said
resolutions as being before this meeting are in the same forms,
respectively, as the Procedures Letter - Floating and Fixed Rate Loans
dated as of July 25, 1996 and as the Demand Note dated as of July 25, 1996
each as executed by this Corporation and delivered to the Bank, excepting
only for such changes and amendments as are and were approved by the duly
authorized officer and/or employee as evidenced by his execution thereof.
I further certify that the persons named below are at the date hereof the
duly elected, qualified and acting incumbents of the respective offices
and/or job titles of this Corporation set out at the left of their
respective names, and the signatures at the right of said names,
respectively, are the genuine signatures of said officers and/or employees:
Title/Job Description Name Signature
Chairman and Chief Executive
Officer Richard M. Jaffee /s/Richard J. Jaffee
President and Chief Operating Daniel S. Jaffee /s/Daniel S. Jaffee
Officer
Vice Chairman Joseph C. Miller /s/Joseph C. Miller
Vice President and Chief
Financial Officer Michael L. Goldberg /s/Michael L. Goldberg
Vice President, Strategic Planning
and Business Development Donald J. Deegan /s/Donald J. Deegan
Treasurer Richard L. Pietrowski /s/Richard L. Pietrowski
Legal Counsel and Secretary Louis T. Bland, Jr. /s/Louis T. Bland, Jr.
IN WITNESS WHEREOF, I have hereunto set my hand and the corporate seal of
said Corporation this 25th day of July, 1996.
/s/Louis T. Bland, Jr.
Secretary as aforesaid
/s/Donald J. Deegan
Other Officer
(Corporate Seal)
Vice President
Title
This Resolution must also be signed by a second officer of the corporation
or a member of its Board of Directors if the Secretary (or other
certifying officer) is authorized to act alone by the above resolutions.