Exhibit 10.15
[CHASE LOGO] FIXED RATE PROMISSORY NOTE
(MULTIPLE LOANS)
NEW YORK, NEW YORK
August 15, 2000
For value received, the undersigned (the "Borrower") unconditionally
promises to pay to the order of THE CHASE MANHATTAN BANK (the "Bank"), at its
principal office located at 270 Park Avenue, New York, New York 10017, the
principal amount of each loan made by the Bank to the Borrower and
outstanding under this Note on the maturity date(s) as evidenced by the
Bank's records as provided in the fifth paragraph hereof.
The Borrower promises to pay interest on the unpaid balance of the
principal balance of each such loan for each day outstanding at a fixed rate
per annum equal to the rate as evidenced in the Bank's records as provided in
the fifth paragraph hereof; provided that principal and (to the extent
permitted by law) interest not paid when due (whether at stated maturity, by
acceleration or otherwise) shall bear interest for each day overdue at a
variable rate per annum equal to: (a) the higher of: (i) the Federal Funds
Rate plus 1/2 of 1% and (ii) the Prime Rate; plus (b) 2%. "Federal Funds
Rate" means, for any day, the rate per annum equal to the weighted average of
the rates on overnight Federal funds transactions as published by the Federal
Reserve Bank of New York for such day (or for any day that is not a banking
day in New York City, for the immediately preceding banking day). "Prime
Rate" means, for any day, that rate of interest from time to time announced
by the Bank at its principal office as its prime rate, as in effect for such
day in accordance with announcements by the Bank of changes in such rate.
Interest shall be calculated on the basis of a year of 360 days and paid for
the actual number of days elapsed (including the first day but excluding the
last day). Interest on each loan shall be due and payable at the maturity
thereof (and quarterly, if requested by the Bank); provided, however, that
interest accruing on any amount not paid when due shall be payable upon
demand. In no case shall the interest on this Note exceed the maximum amount
which the Bank may charge or collect under applicable law.
Each loan hereunder may be prepaid in whole but not in part, provided
that accrued and unpaid interest is paid on the date of such prepayment,
together with any compensation payable in accordance with the following. If
there is any payment (whether by voluntary prepayment, acceleration or
otherwise) of a loan under this Note on a date other than the scheduled
maturity date set forth in the first paragraph hereof, then the Borrower will
pay the Bank on demand such amount as will be sufficient in the reasonable
opinion of the Bank to compensate it for any loss, cost or expense which the
Bank determines is attributable thereto. Without limiting the foregoing, such
compensation shall include an amount equal to the excess, if any, of: (a) the
aggregate amount of interest which otherwise would have accrued on the
principal amount so paid for the period from and including the date of
payment to but excluding such maturity date at the rate of interest provided
herein over (b) the amount of interest the Bank would pay (as determined by
the Bank in good faith, such determination to be conclusive) on a deposit
placed with the Bank on the date of such payment in an amount comparable to
such principal amount and with a maturity comparable to such period.
All payments under this Note shall be made in lawful money of the United
States of America and in immediately available funds at the Bank's principal
office specified above. If any loan evidenced by this Note becomes due and
payable on a day which is not a banking day in New York City, the maturity of
such loan shall be extended to the next succeeding banking day, and interest
shall be payable for such extension on such loan at the rate of interest
specified in this Note. The Bank may (but shall not be obligated to) debit
the amount of any payment which is not made when due to any deposit account
of the Borrower with the Bank.
The date, amount, rate of interest and maturity date of each loan under
this Note and each payment of principal, loan(s) to which such principal is
applied (which shall be at the discretion of the Bank) and the outstanding
principal balance of loans shall be recorded by the Bank on its books and
prior to any transfer and delivery of this Note, endorsed by the Bank on the
schedule attached or any continuation of such schedule. Any such endorsement
shall be conclusive in the absence of manifest error.
If any of the following events of default shall occur: (a) the Borrower
fails to pay any liability to the Bank under this Note when due and payable;
(b) the Borrower or any third party supporting or liable with respect to this
Note (a "Third Party") shall breach any representation, warranty or covenant
in this Note or in any certificate, opinion or financial or other statement
delivered in connection with this Note; (c) the Borrower shall fail to pay
any other indebtedness for borrowed money (other than the loans hereunder) in
a principal amount in excess of $10,000,000 in the aggregate, or any interest
or premium thereon, when due and payable or if there shall be any default by
the Borrower or such Third Party thereunder; (d) the Borrower or any Third
Party shall become insolvent (however evidenced) or shall seek any relief
under any bankruptcy or similar law of any jurisdiction (or any person shall
seek such relief against the Borrower or such Third Party); (e) This Note
shall at any time cease to be in full force and effect or its validity or
enforceability shall be disputed or contested; or (f) any lien or security
interest securing this Note shall cease to create a valid and perfected first
priority lien or security interest in the property purported to be subject
thereto; THEN, if the Bank shall elect by notice to the Borrower, the unpaid
principal amount of this Note together with interest and any other amounts
due hereunder shall become forthwith due and payable; provided that in the
case of an event of default under (d) above, such amounts shall automatically
become due and payable without any notice or other action by the Bank.
The Borrower waives presentment, notice of dishonor, protest and any
other formality with respect to this Note.
The Borrower shall reimburse the Bank or demand for all costs, expenses
and charges (including, without limitation, fees and charges of external
legal counsel for the Bank and costs allocated by its internal legal
department) in connection with the preparation, performance or enforcement of
this Note.
This Note shall be binding on the Borrower and its successors and
assigns and shall inure to the benefit of the Bank and its successors and
assigns; provided that the Borrower may not delegate any obligations
hereunder without the prior written consent of the Bank. Without limiting any
provision of this Note, the obligations under this Note shall continue in
full force and effect and shall be binding on: (a) the estate of the Borrower
if the Borrower is an individual; and (b) any successor partnership and on
previous partners and their respective estates if the Borrower is a
partnership, regardless of any change in the partnership as a result of
death, retirement or otherwise.
THIS NOTE SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. THE
BORROWER CONSENTS TO THE NONEXCLUSIVE JURISDICTION AND VENUE OF THE STATE OR
FEDERAL COURTS LOCATED IN THE CITY OF NEW YORK. SERVICE OF PROCESS BY THE BANK
IN CONNECTION WITH ANY SUCH DISPUTE SHALL BE BINDING ON THE BORROWER IF SENT
TO THE BORROWER BY REGISTERED MAIL AT THE ADDRESS SPECIFIED BELOW. THE
BORROWER WAIVES ANY RIGHT THE BORROWER MAY HAVE TO JURY TRIAL.
Address: 6300 Lamar Ave. Waddell & Reed Financial, Inc.
Overland Park, KS 66202-4247
By /s/ John E. Sundeen, Jr.
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Name: John E. Sundeen, Jr.
Title: Senior Vice President,
Chief Financial Officer,
and Treasurer
By /s/
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Name:
Title: