Exhibit 10.23
Loan No. 186603-7
PROMISSORY NOTE
$11,500,000 December 28, 1994
Seattle, Washington
FOR VALUE RECEIVED, the undersigned ("Maker") promise(s) to pay to the
order of SEATTLE-FIRST NATIONAL BANK, a national banking association ("Lender"),
at its principal office in Seattle, Washington, or at such other place or places
or to such other party as the "Holder" (defined below) may from time to time
designate in writing, the principal sum of Eleven Million Five Hundred Thousand
Dollars ($11,500,000), or so much thereof as may be advanced, in lawful money of
the United States of America, together with interest thereon, on the following
agreements, terms and conditions. The term "Holder" as used in this Note means
Lender or any future holder of this Note, and their successors and assigns.
1. TERM. The unpaid principal balance of this Note and all unpaid
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accrued interest thereon and other sums payable by Maker in connection with this
Note shall be due and payable in full one hundred twenty (120) months from the
first day of the first calendar month following the initial advance by the
Holder under this Note (the "Maturity Date").
2. INTEREST. Interest shall commence to run on each advance under this
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Note from the date of the advance and will be computed on the outstanding
balance of this Note as it exists from time to time. Interest shall accrue on
the principal balance of this Note either at a variable interest rate as
provided in subparagraph 2(a) below (the "Variable Rate"), or at a fixed
interest rate as provided in subparagraph 2(b) below (the "Fixed Rate"). If
Maker elects a Fixed Rate pursuant to subparagraph 2(b) below for a "Fixed Rate
Period" (defined below) less then full term of this Note (or the remainder
thereof, as applicable), after the expiration of the applicable Fixed Rate
Period, interest on this Note shall be calculated at a Variable Rate unless
Maker again elects to have interest calculated at a Fixed Rate pursuant to
subparagraph 2(b) below. The Holder still shall have no duty or obligation to
notify Maker that a Fixed Rate Period is about to expire and that the interest
rate on this Note is about to revert to the Variable Rate. After maturity, or
after default, interest shall accrue on the outstanding principal balance of
this Note at an annual rate equal to four percentage points (4%) per annum above
the interest rate otherwise applicable to this Note. Interest on this Note
shall be calculated using a 30-day month and a 360-day year.
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(a) Variable Rate. Unless Maker elects to have interest calculated at
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the Fixed Rate pursuant to subparagraph 2(b) below, interest shall accrue on the
principal balance of this Note at the Variable Rate. The initial Variable Rate
shall be equal to the "LIBOR Index" (defined below) as of the date of the
initial advance under this Note, plus one and one-quarter percentage points
(1.25%) per annum, rounded to the next highest one-eighth of one percent
(0.125%). The Variable Rate, if applicable, will change five (5) months after
the first payment date at the applicable Variable Rate, as stated in Paragraph 3
below, and every sixth (6th) month thereafter (each such date being referred to
in this Note as an "Interest Change Date").
(i) LIBOR Index - Current Index - Changes in the Variable Rate
will be based on changes in the 180-day LIBOR as defined below (the "LIBOR
Index"). If the LIBOR Index is no longer available, the Holder will choose a
new index based upon comparable information and give Maker notice of the
choice. The most recently available LIBOR Index fifteen (15) Business Days
before each Interest Change Date is the "Current Index".
(ii) Calculation of Variable Rate - Before each Interest Change
Date, if applicable, the Holder will calculate the new Variable Rate which
shall be equal to the Current Index, plus one and one-quarter percentage points
(1.25%) per annum, rounded to the next highest one-eighth of one percent
(0.125%). This new interest rate will be the new Variable Rate until the next
Interest Change Date.
(iii) LIBOR means the London Interbank Offer Rate, adjusted at
the Holder's option for governmentally mandated statutory reserves, deposit
insurance, regulatory capital, taxes and assessments, if any, and is the average
of the rates of interest, on a per annum basis, at which deposits in United
States dollars having a term of 180 days are offered by major banks in
immediately available funds to prime banks in the London Interbank market at
11:00 A.M. (London time) on the date of the initial advance, or the day which is
fifteen (15) Business Days prior to the applicable Interest Change Date, as
applicable. This rate is reported on Telerate, a national and international
medium which provides interest rate quotations daily, as quoted by the British
Bankers Association as Interest Settlement Rates on page 3750 (or such other
page as may replace it). Such interest rate quotation, as provided by Telerate,
shall be deemed conclusive and final with respect to LIBOR determinations for so
long as Telerate continues to make such interest rate reports. If Telerate or
the British Bankers Association report is no longer available for 180-day
maturities, a comparable publication or report containing such information
selected by the Holder will be used. If there is no such publication or
comparable publication containing such information, the 180-day LIBOR shall be
the average rate (rounded
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if necessary to the nearest one-thousandth of a percent) at which dollar
deposits having a maturity of 180 days are offered by at least two major banks
in an interbank market where Eurodollars are being traded, to prime banks in
immediately available funds on the LIBOR determination date described above or
as soon thereafter as such offer quotes can be obtained.
(iv) Business Day means a day on which commercial banks are
generally open for business in Seattle, Washington and London, England.
(v) The amount of adjustment for reserves, deposit insurance,
regulatory capital, taxes and assessments may change on any Interest Change Date
depending on such charges being assessed against the Holder at that time. Such
charges may change due to various factors, including but not limited to, changes
in the requirements for reserves and capital adequacy promulgated by the Federal
Reserve System of the United States and/or other state and federal regulatory
agencies, statutory changes affecting the Holder, and/or imposition of taxes,
FDIC fees and/or assessments. Each determination of an adjustment amount shall
be made by the Holder in its sole and absolute discretion and shall be
conclusive and binding upon Maker and shall be determined without benefit of or
credit for prorations, exceptions or offsets that may be available to the Holder
from time to time.
(b) Fixed Rate. Prior to the date of the initial advance by Lender
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under this Note, Maker may elect by written notice (a "Fixed Rate Notice") to
the Holder to have interest on the entire principal amount of this Note
calculated at a Fixed Rate for a Fixed Rate Period, the duration of which is the
entire term of this Note or a lesser period of three (3) years, five (5) years
or seven (7) years. Further, so long as Maker is not in default under the terms
of this Note or any other documents or instruments executed by Maker in
connection with the loan (the "Loan") evidenced by this Note (collectively with
this Note, the "Loan Documents"), Maker, at its option, may elect by a Fixed
Rate Notice to the Holder to have interest calculated on the entire principal
balance of this Note at a Fixed Rate calculated as provided below for a Fixed
Rate Period, the duration of which is the remainder of the term of this Note or
a lesser period of three (3) years, five (5) years or seven (7) years; provided
no Fixed Rate Period may extend beyond the Maturity Date. Notwithstanding any
of the foregoing, Maker's option to fix the interest rate on this Note is
subject to the availability to the Holder of matchfunding opportunities for a
time period equivalent to the applicable Fixed Rate Period. For purposes of
this Note, the term "Fixed Rate Period" means the period of time for which a
Fixed Rate applies as specified in a Fixed Rate Notice from Maker to the Holder.
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(i) Calculation of Fixed Rate - If Maker elects to have a Fixed Rate
apply to this Note, interest shall accrue on the principal balance of this Note
at a per annum rate equal to Lender's reserve adjusted "Fixed Rate Index" as
quoted by Lender on the date the interest rate is fixed, for a period equivalent
to the applicable Fixed Rate Period, plus one and one-quarter percentage points
(1.25%) per annum, rounded upward to the next highest one-eighth of one percent
(0.125%). The Fixed Rate Index may be adjusted at the Holder's option to
reflect governmentally mandated statutory reserves, deposit insurance,
regulatory capital, taxes and assessments, if any, as set forth in subparagraph
2(a)(v) above.
(ii) Date of Conversion - The interest rate applicable to this Note
will be converted to the Fixed Rate on the date the Holder receives a Fixed Rate
Notice, provided the Fixed Rate Notice is received before noon, Seattle time, on
a Business Day. If a Fixed Rate Notice is received by Holder after noon,
Seattle time, on a Business Day, the interest rate applicable to this Note will
convert to a Fixed Rate on the next Business Day. For purposes of this
subparagraph 2(b)(ii) only, the term "Business Day" means a day on which
commercial banks are generally open for business in Seattle, Washington.
3. PAYMENTS. Maker shall make monthly payments of principal and interest
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to the Holder in amounts sufficient to fully amortize the principal balance of
this Note over a twenty-five (25) year amortization period in substantially
equal monthly payments, based on the interest rate applicable to this Note,
calculated as provided below. Such monthly payments of principal and interest
shall be due on the first day of each calendar month during the term of this
Note, commencing on the first day of the second calendar month following the
month in which the Holder initially disburses funds under this Note, or if the
interest rate reverts to a Variable Rate after the expiration of a Fixed Rate
Period, on the first day of the second calendar month following the month in
which the Fixed Rate Period expires. On the Maturity Date, the unpaid principal
balance of this Note, all unpaid accrued interest and all other sums then due
and owing pursuant to this Note or any other Loan Documents shall be due and
payable in full. Each payment shall be applied first, at Holder's option, to
any unpaid late charges or other sums payable by Maker under this Note or any
other Loan Document, then to interest to the due date of the payment, and then
to the principal balance of this Note. At the option of the Holder, all
payments under this Note, including payments at maturity, shall be made in same
day funds. The monthly payments required on this Note shall be calculated as
follows:
(a) Variable Rate Payments. If interest is accruing on this Note at a
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Variable Rate, the amount of the monthly payments shall be sufficient to fully
amortize the principal balance of this
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Note at the applicable Variable Rate, in substantially equal monthly payments
over the amortization period specified above, or the balance thereof as
applicable. At or promptly after the closing of the Loan (or after the
expiration of a Fixed Rate Period, as applicable), the Holder will provide Maker
with a closing statement (or other written notice) which will confirm the
Variable Rate and the amount of the principal and interest payments due under
this Note. The monthly payment will change after each Interest Change Date to
an amount sufficient to repay the then unpaid principal balance of this Note in
full at the then current interest rate, in substantially equal monthly payments
over the balance of the amortization period specified above. Until the payment
is again changed, Maker shall pay the new monthly payment each month beginning
on the first day of the first calendar month after the applicable Interest
Change Date. The Holder will mail or deliver to Maker a notice of any changes
in the Variable Rate applicable to this Note, and any resulting changes in the
monthly payments required under this Note, prior to the date the first payment
is due after the applicable Interest Change Date.
(b) Fixed Rate Payments. If interest is accruing on this Note at a
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Fixed Rate, the amount of the monthly payments shall be in an amount sufficient
to fully amortize the principal balance of this Note at the applicable Fixed
Rate, in substantially equal monthly payments over the amortization period
specified above, or the remainder thereof, as applicable. The applicable Fixed
Rate and the amount of the monthly principal and interest payments due under
this Note shall be confirmed in writing by the Holder (either pursuant to a
closing statement or other written notice) after the rate is fixed and before
the date the first payment at the Fixed Rate is due.
4. LATE CHARGES; RETURNED ITEM FEE. If any payment due hereunder is not
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received by the Holder within fifteen (15) days of the due date, at the option
of the Holder without waiving such default or any of its remedies, a late charge
shall be added to the delinquent payment in the amount of four percent (4%) of
the full payment not timely paid. Any such late charge shall be due and payable
on demand, and the Holder, at its option, may (a) refuse any late payment or any
subsequent payment unless accompanied by the applicable late charge, (b) add the
late charge to the principal balance of this Note, (c) pay any late charge with
advances of the undisbursed proceeds of the Loan, if any, or (d) treat the
failure to pay the late charge as demanded as a default under this Note. If a
late charge is added to the principal balance of this Note, it shall bear
interest at the same rate as the principal balance of this Note. Any payment to
Holder by check, draft or other item shall be received by Holder subject to
collection and will constitute payment when collected not when received. For
each "nsf" or returned check, draft or other item, in addition to any applicable
late charge, Maker shall pay to the
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Holder on demand a returned item fee in accordance with the Holder's schedule of
such fees then in effect.
5. PREPAYMENT. So long as interest is calculated on this Note at a
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Variable Rate, this Note may be prepaid in whole or in part at any time without
the payment of a prepayment fee. During any period when a Fixed Rate is
applicable to this Note, this Note may be prepaid only as set forth in Exhibit A
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attached. Partial prepayments, if permitted, shall not postpone nor reduce the
amount of the monthly payments required under this Note, provided the amount of
the required monthly payments will be recalculated at the end of the applicable
LIBOR period or Fixed Rate Period to reflect the reduction in the principal
balance of this Note.
6. DEFAULT. After a default under any of the Loan Documents, or if Maker
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fails to make any payment under this Note when due, the then Holder, at its
option, without notice to Maker (except as provided below), may declare the
entire principal balance of this Note and all unpaid accrued interest thereon
and other charges payable by Maker pursuant to this Note or any other Loan
Document, immediately due and payable in full, and the Holder may exercise any
and all other rights or remedies available to it under any Loan Document, at law
or in equity. Any additional interest due because of a default shall accrue
from the date of default and shall be paid as a condition to the curing of the
default. Notwithstanding the foregoing, the Holder will not accelerate the
Maturity Date (a) because of a monetary default by Maker under this Note or any
other Loan Document unless the default is not cured within ten (10) days of the
date on which the Holder mails or delivers written notice of the default to
Maker, or (b) because of a nonmonetary default by Maker under this Note or any
other Loan Document unless the default is not cured within thirty (30) days of
the date on which the Holder mails or delivers written notice of the default to
Maker. For purposes of this Note, the term "monetary default" means a failure
by Maker to make any payment required pursuant to this Note or any other Loan
Document, and the term "nonmonetary default" shall mean a failure by Maker to
perform any obligation contained in this Note or any other Loan Document, other
than the obligation to make the payments provided for in this Note or any other
Loan Document. If the nonmonetary default is capable of being cured and cannot
reasonably be made within the thirty (30) day cure period, the cure period shall
be extended up to ninety (90) days so long as Maker has commenced action to cure
within the thirty (30) day cure period, and in the Holder's opinion, Maker is
proceeding to cure the default with due diligence. None of the foregoing shall
be construed to obligate the Holder to forbear in any other manner from
exercising its remedies and the Holder may pursue any other rights or remedies
which the Holder may have because of the default.
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7. CUMULATIVE REMEDIES. The rights and remedies of any Holder under this
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Note or any other Loan Document, or at law or in equity, shall be cumulative and
concurrent, may be pursued singly, successively or together against Maker, any
guarantor of this Note, or any security for this Note. A failure by any Holder
to exercise its option to accelerate this Note upon the occurrence of a default
or to exercise any other rights to which it may be entitled shall not constitute
a waiver of the right to exercise such option or any such rights in the event of
any subsequent default, whether of the same or a different nature.
8. WAIVERS. Maker and all endorsers, guarantors and all other persons or
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entities who may become liable for all or any part of the obligations evidenced
by this Note, jointly and severally: waive diligence, presentment, protest and
demand, and also notice of protest, demand, non-payment, dishonor or maturity
and also recourse to suretyship defenses generally; and consent to any and all
renewals, extensions and modifications of the terms of this Note or any other
Loan Document, including the time for payment, and agree any such renewal,
extension or modification or the release or substitution of any security for the
indebtedness evidenced by this Note or any other indulgences, shall not affect
the liability of said parties for the indebtedness evidenced by this Note. Any
such renewals, extensions, modifications, releases or indulgences may be made
without notice to such parties.
9. COSTS AND EXPENSES. Whether or not suit is brought Maker shall pay on
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demand all costs and expenses, including attorneys' fees and costs incurred by
or on behalf of the Holder in connection with this Note, including without
limitation costs incurred in the collection of this Note, in protecting the
security for this Note or in foreclosing or enforcing this Note or any other
Loan Document, or resulting from the Holder being made a party to any litigation
because of the existence of this Note or any other Loan Document. Without
limiting the generality of the foregoing, if Maker becomes the subject of any
bankruptcy or insolvency proceeding, Maker shall pay all fees and expenses
incurred by the Holder in connection with such bankruptcy or insolvency
proceeding.
10. MAXIMUM INTEREST. Maker represents and warrants the proceeds of this
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Note shall be used solely for commercial, investment and business purposes, and
not for personal, family or household purposes. Notwithstanding any other
provision of this Note or any other Loan Document, interest, loan fees and
charges payable by reason of the indebtedness evidenced by this Note shall not
exceed the maximum, if any, permitted by applicable law. If by virtue of
applicable law, sums in excess of such maximum would otherwise be payable, then
such excess sums shall be construed as having been immediately applied by the
Holder to the principal balance of this Note when received. If at the time any
such sum is received by the Holder, the principal balance of this Note has been
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paid in full, such sums shall be promptly refunded by the Holder to Maker, less
any sums due to the Holder.
11. SECURITY. This Note is secured by a deed of trust of even date (the
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"Deed of Trust") encumbering certain real property located in Snohomish County,
Washington (the "Property"). Unless otherwise specified in this Note, all
notices given pursuant to this Note must be in writing and will be effectively
given if given in accordance with the terms of the Deed of Trust.
12. GENERAL. This Note shall be binding upon Maker and Maker's successors
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and assigns. If Maker consists of more than one person or entity, all of such
persons and entities shall be jointly and severally liable for Maker's
obligations under this Note. This Note is governed by and shall be construed in
accordance with the laws of the State of Washington. Each person or entity
executing this Note consents to the non-exclusive personal jurisdiction and
venue of the courts of the State of Washington and the United States federal
courts located therein, in any action relating to or arising out of the
enforcement or interpretation of this Note or any other Loan Document. Each
such person or entity further agrees not to assert in any such action that the
proceeding has been brought in an inconvenient forum.
13. ARBITRATION. Any dispute relating to this Note or the Loan (whether
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in contract or tort) shall be settled by arbitration if requested by Maker, the
Holder or any other party to the dispute (such as a guarantor); provided, both
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Maker and the Holder must consent to a request for arbitration relating to an
obligation secured by real property. The arbitration proceedings shall be held
in Seattle, Washington in accordance with the commercial arbitration rules of
the American Arbitration Association, and the United States Arbitration Act
(i.e., Title 9, U.S.C.). There shall be one arbitrator who shall decide whether
an issue is arbitrable or whether any claim is barred by a statute of
limitations. Judgment on the arbitration award may be entered in any court
having jurisdiction. Commencement of a lawsuit shall not constitute a waiver of
the right of any party to request arbitration if the lawsuit is contested. Each
party shall have the right before, during and after the commencement of any
arbitration proceeding to exercise any of the following remedies, in any order
or concurrently: (i) self-help remedies such as setoff or repossession; (ii)
judicial or nonjudicial foreclosure against real or personal property
collateral; and (iii) provisional remedies including injunction, appointment of
receiver, attachment, claim and delivery and replevin. The exercise of any such
remedy shall not waive a party's right to request arbitration. Nothing in this
paragraph shall limit in any way any right the Holder may have to foreclose the
Deed of Trust judicially as a mortgage, or nonjudicially pursuant to the power
of sale.
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14. DISPUTED OBLIGATIONS. All communications concerning disputed debts
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and obligations of Maker under this Note or any other Loan Document, including
without limitation disputes as to the amount of any payment, fee or charge, and
including an instrument tendered as full satisfaction of a disputed debt, must
be sent to the following address, or to such other address as the Holder may
hereafter specify:
Seattle-First National Bank
Attention: Loan Servicing Manager
Real Estate Group (CSC-14)
701 Fifth Avenue, Floor 14
Seattle, Washington 98104
Any such communication should include the name of Maker, the applicable loan
number, a description of the dispute, and an address and telephone number where
the person sending the notice can be contacted.
15. LOAN FEE. In consideration of Lender's agreement to make the Loan,
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Maker shall pay Lender a loan fee in the amount of five-eighths percent (%) of
the amount advanced hereunder (the "Loan Fee"). The Loan Fee shall be due and
payable without condition on the date of the first disbursement hereunder.
16. CROSS DEFAULT. Maker, Lender and Advanced Technology Laboratories,
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Inc., a Delaware corporation ("ATL"), are parties to a Revolving Credit Loan
Agreement and Guaranty dated June 26, 1992, as amended from time to time (the
"Loan Agreement"). Maker agrees if Maker or ATL defaults under the Loan
Agreement and does not cure the default prior to the expiration of the
applicable cure period, if any, such default will constitute a default under
this Note and the other Loan Documents and no additional notice of default shall
be required under Paragraph 6 of this Note.
NOTICE: ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON
LAW.
MAKER:
ADVANCED TECHNOLOGY LABORATORIES, INC.,
a Washington corporation
By /s/ Harvey N. Gellis
___________________________________
Its Senior VP & CFO
___________________________________
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EXHIBIT A
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PREPAYMENT
If the interest rate converts to the Fixed Rate the principal balance of
this Note may be prepaid in whole or in part, at any time provided (i) a
prepayment fee is paid as set forth below, (ii) each partial prepayment is in an
amount of $10,000 or more, and (iii) partial prepayments may be no more frequent
than once per month. The prepayment fee shall be due and payable whether the
prepayment is by voluntary prepayment, operation of law, acceleration or
otherwise. The amount of the prepayment fee depends on the following:
1. The amount by which certain "Reference Rates", as defined below, have
changed between the time this Note is prepaid and the date the interest rate
converts to the Fixed Rate.
2. A prepayment fee factor (see "Prepayment Fee Factor Schedule" below).
3. The amount of principal prepaid.
DEFINITION OF REFERENCE RATES
The "Reference Rate" used to represent interest rate levels shall be the
bond equivalent yield of the average U.S. Treasury Securities having maturities
equivalent to the remaining period to maturity of the Loan or the last day of
the Fixed Rate Period, as applicable, rounded upward to the nearest month. The
"Initial Reference Rate" shall be the Reference Rate assigned to the Loan by the
Holder at the time the interest rate converts to the Fixed Rate. The "Final
Reference Rate" shall be the Reference Rate assigned to the Loan by the Holder
at the time of the prepayment.
The applicable Reference Rates shall be determined from the Federal Reserve
Statistical Release (Publication H.15) as displayed on Page 119 of the Dow Jones
Telerate Service (or such other page or service as may replace that page or
service for the purpose of displaying rates comparable to said U.S. Treasury
Securities). If the publishing of the foregoing Statistical Release is ever
discontinued, the applicable Reference Rate shall be based on the publication by
the Board of Governors of the United States Federal Reserve System in
replacement thereof, or if none, the publication which in the Holder's
discretion most nearly corresponds.
CALCULATION OF PREPAYMENT FEE
1. If the Initial Reference Rate is less than or equal to the Final
Reference Rate, there is no prepayment fee.
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2. If the Initial Reference Rate is greater than the Final Reference Rate,
the prepayment fee shall be equal to the difference between the Initial
Reference Rate and the Final Reference Rate (expressed as a decimal), multiplied
by the appropriate factor from the Prepayment Fee Factor Schedule, multiplied by
the principal amount of the Loan being prepaid.
EXAMPLE OF PREPAYMENT FEE CALCULATION
An amortizing loan with remaining principal of $250,000 is fully prepaid
with twenty-four (24) months remaining until maturity. An Initial Reference
Rate of 9.000% was assigned to the loan at the time the loan was closed. The
Final Reference Rate (as determined by the current 24-month U.S. Treasury Rate
on Page 119 of Telerate) is 7.500%. Rates therefore have dropped 1.500% since
the loan was closed and a prepayment fee applies. A prepayment fee factor of
1.3% is determined from Table 1 below and the prepayment fee is computed as
follows:
Prepayment Fee = (0.09 - 0.075) x (1.3) x ($250,000) = $4,875.00
PREPAYMENT FEE FACTOR SCHEDULES
TABLE 1 - FULLY AMORTIZING LOANS
Proportion of Remaining
Principal Amount
Being Prepaid Months Remaining to Maturity or Expiration of the Applicable
Fixed Rate Period/1/
0 3 6 9 12 24 36 48 60 84 120 240 360
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90 - 100% 0 .21 .36 .52 .67 1.3 1.9 2.5 3.1 4.3 5.9 10.3 13.1
60 - 89% 0 .24 .44 .63 .83 1.6 2.4 3.1 3.9 5.4 7.5 13.2 17.0
30 - 59% 0 .28 .53 .78 1.02 2.0 3.0 4.0 5.0 7.0 9.9 18.5 24.4
0 - 29% 0 .31 .63 .92 1.22 2.4 3.7 5.0 6.3 9.0 13.4 28.3 41.8
TABLE 2 - PARTIALLY AMORTIZING LOANS
Proportion of Remaining
Principal Amount
Being Prepaid Months Remaining to Maturity or Expiration of the Applicable
Fixed Rate Period/1/
0 3 6 9 12 24 36 48 60 84 120 240 360
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90 - 100% 0 .26 .49 .71 .94 1.8 2.7 3.4 4.2 5.6 7.4 11.6 14.0
60 - 89% 0 .30 .59 .86 1.15 2.2 3.3 4.3 5.3 7.1 9.4 15.0 18.1
30 - 59% 0 .31 .63 .95 1.27 2.6 3.9 5.3 6.6 9.1 12.6 21.2 26
0 - 29% 0 .31 .63 .95 1.27 2.6 4.0 5.4 7.0 10.2 15.7 33.4 46.0
/ 1/If the remaining Fixed Rate Period is between any two time periods
shown in the above schedules, interpolate between the corresponding factors to
the closest month.
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The Holder of this Note is not required to actually reinvest the prepaid
principal in any U.S. Government Treasury Securities, or otherwise prove its
actual losses, as a condition to receiving a prepayment fee as calculated above.
Maker agrees this prepayment fee is the bargained-for consideration to the
Holder for permitting prepayment and the above is not a liquidated damages
provision. This prepayment fee provision is to be interpreted in a manner that
would make it enforceable to the fullest extent permitted by law, with any
portion of the fee that is unenforceable being stricken or otherwise changed to
cause the fee, as revised, to be enforced.
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