Exhibit 10.30
BORROWING FACILITY AGREEMENT C-130J PROGRAM
BY AND BETWEEN BRITISH AEROSPACE FINANCE, INC. AS LENDER
AND REFLECTONE, INC. AS BORROWER
DATED AUGUST 7, 1996
British Aerospace Finance Inc. ("BAFI") doing business at
Washington Technology Park, Suite 200, 15000 Conference Center Drive,
Virginia 20151-3819, hereby agrees to make available to Reflectone,
Inc.("Reflectone") doing business at 4908 Tampa West Boulevard, Tampa,
Florida 33634, a Facility for short term advances (each advance a
"Drawing") up to the equivalent of US$55,000,000 (Fifty Five Million
United States Dollars) ("the Facility").
SECTION 1. TERMS OF DRAWINGS
Each Drawing will be for a Term as defined herein and as agreed
between BAFI and Reflectone but which Term shall not extend beyond the
Termination Date as defined herein. Each Drawing will be in United
States Dollars or such other currency as is acceptable to BAFI and
Reflectone and will be subject to the availability to BAFI of the
currency concerned. Total Drawing shall be limited to actual costs
incurred on the UK C-130J program and shall be subject to written
verification and audit. Each Drawing will be conditional upon
Reflectone's not being in default hereunder and there being no
cumulation of undeclared or unpaid dividends on Reflectone's 8%
preferred stock. Notice of Drawings is required by 11:00 a.m. New
York, NY time on the day that funds are required in U.S. Dollars, or
two days prior to that date for U.K. Pounds Sterling, or any other
major foreign currency. Signed confirmations in respect of each
Drawing are required within two business days of the date thereof.
SECTION 2. TERMINATION
The Facility shall expire on the date which is 365 days from the
date hereof ("Termination Date"). Except as provided in Section 5
hereof, all amounts borrowed under the Facility shall be repaid in
full on the Termination Date.
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SECTION 3. RATES ON BORROWINGS
Reflectone hereby agrees to pay interest on each Drawing under the
Facility at the relevant LIBOR plus a margin of 1.50% per annum ("the
Margin"). In the case of U.S. Dollar Drawings, the relevant U.S. Dollar
LIBOR plus the Margin shall apply. In the case of U.K. Pound Sterling
Drawings, the relevant U.K. Pound Sterling LIBOR plus the Margin shall
apply. The relevant LIBOR rate will be as determined by BAFI (based
upon the amount of the Drawing and the Term thereof) agreed between the
parties hereto by reference to Telerate Page 3750 at 11:00 a.m. New
York, NY time for U.S. Dollar Drawings and at 11:00 a.m. London, England
time for U.K. Pound Sterling Drawings or any other major foreign
currency Drawings, or if the Telerate Page 3750 is not generally
available to such other reference quotation as may be agreed between the
parties hereto. Interest due in respect of Drawings made under the
Facility shall accrue from day to day commencing on the Drawing date and
shall be computed on the basis of the actual number of days elapsed
using a 360 day year, or in the case of Pound Sterling Drawings, using
a 365 day year. All payments made by Reflectone to BAFI shall be made
to the order of BAFI, as directed by BAFI, in immediately available
funds.
Reflectone promises to pay interest on overdue amounts of principal
and interest (as permitted by applicable law) at a rate equal to the
rate publicly announced from time to time by Citibank, N.A. (New York)
as its prime rate plus 3% (three percent).
SECTION 4. TERM OF BORROWINGS: MINIMUM BORROWING AMOUNTS
By execution hereof, Reflectone promises to pay, at the end of each
Term as defined herein, any unpaid principal amount disbursed by BAFI to
Reflectone plus interest thereon. The term (the "Term") of any Drawing
hereunder shall be stipulated by Reflectone prior to such Drawing, and
the Term may be either 15, 30, 45, or 60 days in duration. Such Term
shall apply unless otherwise mutually agreed between the parties.
Amounts repaid shall be available for further drawing in accordance with
the terms hereof.
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Each U.S. Dollar Drawing shall be in an amount of not less than
U.S. $100,000 (One Hundred Thousand United States Dollars). Each U.K.
Pound Sterling Drawing shall be in an amount of not less than U.K.
100,000 (One Hundred Thousand U.K. Pounds Sterling). Any other major
foreign currency Drawing shall be in an equivalent amount of not less
than U.K. 100,000 Pounds Sterling.
SECTION 5. PAYMENTS
All payments of principal and interest due under the Facility shall
be made at the end of the Term for each Drawing (or earlier in the case
of an Event of Termination or a Default) without deduction or
withholding for or on account of any present or future taxes, duties or
governmental charges of any nature whatsoever imposed, levied or
collected by or in or on behalf of the United States of America or the
United Kingdom or by or on behalf of any political subdivision or
authority therein having power to tax, unless such deduction or
withholding is required by law. In such event, and if the tax, duty or
charge is the result of an assessment or levy on a transaction arising
out of this Agreement, then Reflectone shall pay such additional amounts
of principal and interest as may be necessary in order to ensure that
the net amounts received by BAFI shall equal the respective amounts of
principal and interest which would have been receivable had no such
deduction or withholding been required and no such payment of any
additional amount been made.
SECTION 6. EVENT OF TERMINATION
If at any time between the date hereof and the Termination Date (i)
BAe PLC, directly or indirectly, shall at any time cease to have the
ability to hold through the exercise of conversion rights and warrants,
a majority interest in Reflectone or (ii) as a result of changes in
applicable law or regulation, advances by BAFI are or may be illegal,
then BAFI may give notice of its intent to terminate this agreement.
Upon the giving of such notice BAFI's obligation to make advances
hereunder shall terminate, and 60 days from the giving of such notice
all amounts of principal owing hereunder together with accrued interest
thereupon shall be payable to BAFI.
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SECTION 7. REPRESENTATION AND WARRANTIES
Reflectone represents and warrants as follows as of the date hereof
and as of the date of each Drawing:
7.1 Existence. It is a corporation duly organized, validly
existing, and in good standing under the laws of the State of its
incorporation.
7.2 Authority. It has full corporate power and authority to
execute and deliver this Agreement and to perform and observe the
provisions thereof, all of which have been duly authorized by all
necessary corporate action. By executing and delivering this Agreement
and by performing and observing the provisions thereof, it will not (a)
violate any existing provisions of its Certificate of Incorporation or
By-laws or violate or otherwise become in default under any contract,
law, order, regulation, or other obligation binding upon it, or (b)
cause the creation or imposition of any lien, charge, or encumbrance of
any nature whatsoever, upon any of it's property, except as provided
herein. This Agreement has been duly authorized and executed and is
valid, enforceable, and legally binding upon Reflectone, except as such
enforcement may be limited by bankruptcy, insolvency, and other laws of
general application affecting the rights and remedies of creditors and
by equitable principles which may render certain remedies unavailable.
It has all requisite corporate power and authority to own its properties
and to carry on its business as now or proposed to be conducted.
7.3 Consents or Approvals. No consent, approval, or
authorization of, or filing, registration, or qualification with, any
governmental authority or any other person is required to be obtained by
it in connection with the execution, delivery, performance, or
enforceability of this Agreement.
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SECTION 8. GOVERNING LAW
This Agreement shall be governed and construed in accordance with
the Law of the Commonwealth of Virginia.
In Witness Hereof, the parties have duly and properly executed this
Facility as of even date herewith.
For and on behalf of
BRITISH AEROSPACE FINANCE, INC. /s/David P. Loose
For and on behalf of
REFLECTONE, INC. /s/R W Welshhans
Vice President & Treasurer
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