Exhibit 10.15 Bank Line of Credit Agreement between Registrant
and U.S. National Bank of Oregon dated June 24, 1997.
April 9, 1997
C. Albert Koob
Chief Financial Officer
Art Fletcher
Treasurer and Director of Financial Planning
Summit Design, Inc.
9305 S.W. Gemini Drive
Beaverton, OR 97005-7158
Gentlemen:
I am pleased to advise you that United States National Bank of Oregon
("Bank") has approved the request of Summit Design, Inc. ("Summit"), for the
following credit facilities, subject to the following terms and conditions:
OPERATING LINE OF CREDIT
------------------------
BORROWER: Summit Design, Inc.
PURPOSE: General Corporate Purposes.
BORROWING LIMIT: $1,000,000.00
GUARANTORS: None
EXPIRY: April 30, 1998.
RATE: Pricing will be based on United States National Bank of
Oregon's Prime (1), or Inter Bank Offering Rate ("IBOR"),
at the Borrower's option. Rate will be fully floating and
computed on a 360-day year. The spread over the base rates
will be determined quarterly by the Borrower's Total
Liabilities/Tangible Net Worth ("D/TNW"), as expressed in
the chart below.
- ----------------------------
(1) The interest rate charged to Borrower is tied to the Prime Rate of United
States National Bank of Oregon, Borrower is advised that United States
National Bank's Prime Rate is the rate of interest which the Bank from
time to time identifies and publicly announces as its Prime Rate, and is
not necessarily, for example the lowest rate of interest which the Bank
collects from any borrower or group of borrowers.
Summit Design, Inc.
4/9/97
Page 2
DEBT TO TANGIBLE NET WORTH IS DEFINED AS (TOTAL LIABILITIES
MINUS UNEARNED REVENUE) / (SHAREHOLDERS' EQUITY MINUS
INTANGIBLES).
- -------------------------------------------------------------------------
DEBT/WORTH PRIME PRICING IBOR PRICING
Greater than 0.50 Prime + 0.75% IBOR + 300 bps
.26 to .050 Prime + 0.50%* IBOR + 275 bps
Less than 0.26 Prime + 0% IBOR + 225 bps
- -------------------------------------------------------------------------
* At 12/31/96 the D/TNW was 0.27:1.00.
IBOR Terms:
A) Minimum Amount of $500,000, increments of $100,000
thereafter.
B) Maturity and availability: Up to three months; may not
exceed Expiry.
C) Prepayment of IBOR Borrowings not permitted.
D) Notification: Two day notification prior to 12:00 noon on
the day of notification.
E) Irrevocability: Acceptance of a pricing commitment from
the Bank will constitute an irrevocable agreement to
borrow under the revolving line of credit.
F) Interest computed on the basis of a 360 day year and the
number of days elapsed.
REPAYMENT TERMS: Interest shall be payable monthly on the 1st day of each month.
Principal shall be payable on the earlier of April 30, 1998, or
demand by the Bank. Repayment of each advance received by
Borrower under the line of credit is subject to the terms of
the promissory note evidencing that advance, as well as all
terms and conditions of this letter. In the event of any
conflict between the two, the terms and conditions of the
promissory note shall control.
FEES: UP-FRONT FEE: Initial up-front fee of 1/8 of 1% of the amount
of the line of credit, due upon acceptance ($1,250).
COMMITMENT FEE: A 1/8 of 1% fee, annualized, on the unused
portion of the line of credit, payable quarterly in arrears.
Summit Design, Inc.
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Page 3
COLLATERAL: The revolving line of credit provides for a flexible collateral
position according to the following matrix. The assets of the
Borrower which are referenced below include a first lien
position in all accounts, contract rights, chattel paper,
general intangibles and inventory.
QUICK RATIO* COLLATERAL
GREATER THAN
1.75:1.00 Unsecured with negative pledge agreement.
LESS THAN OR
EQUAL TO
1.75:1.00 UNSECURED WITH NEGATIVE PLEDGE, IF NOT BORROWING. If borrowing
and the ratio falls in this category, the line of credit will
be secured.
LESS THAN OR
EQUAL TO
1.25 : 1.00 UNSECURED WITH NEGATIVE PLEDGE, IF NOT BORROWING. If
borrowing, line is secured and advances are margined at 75% of
eligible A/R up to 120 days after date of invoice.
* QUICK RATIO IS DEFINED AS ((CASH + NET TRADE ACCOUNTS) /
(CURRENT LIABILITIES - CURRENT PORTION OF UNEARNED
REVENUE)).
DOCUMENTATION: Execution of Notes, Loan Agreements, Security Agreements, UCC
Financing Statements and all other documentation required by
the Bank in a form satisfactory to the Bank.
BORROWER WILL COMPLY WITH THE FOLLOWING QUARTERLY FINANCIAL COVENANTS:
1. TANGIBLE NET WORTH shall not be less then $10,000,000.
TANGIBLE NET WORTH IS DEFINED AS (SHAREHOLDER'S EQUITY
-INTANGIBLES). NOTE: INTANGIBLES INCLUDE ALL CAPITALIZED
SOFTWARE.
2. TOTAL LIABILITIES TO TANGIBLE NET WORTH shall not exceed
.75 to 1.00. TOTAL LIABILITIES TO TANGIBLE NET WORTH IS
DEFINED AS (TOTAL LIABILITIES MINUS DEFERRED REVENUE)/
(TANGIBLE NET WORTH).
Failure to maintain these covenants will be considered an event
of default under the loan documents.
OTHER TERMS AND CONDITIONS:
1. Distribution in the form of dividends shall not exceed 25%
of net income, measured annually as of December 31.
Summit Design, Inc.
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Page 4
REPORTING REQUIREMENTS:
- Quarterly financial statements to be submitted within 45
days of quarter end.
- Annual CPA audited financial statements to be submitted
within 90 days of fiscal year end.
- If the Quick Ratio falls to 1.25:1.00 or below: A
Borrower's Certificate will be submitted with each advance,
and a Borrower's Certificate will accompany the monthly AR
and AP agings.
ADVANCE STRUCTURE: Advances will be limited to the Borrowing Limit when the
Quick Ratio is greater than 1.25:1.00. When the quick ratio
is less than or equal to 1.25: 1.00, advances will be
limited to 75% of eligible accounts receivable to 120 days
after the date of invoice.
Disbursements under the line of credit shall terminate on the
earlier occurrence of the date indicated above as the Expiry
Date or the date on which this Bank, in its sole discretion,
determines that there has been a material adverse change in
the financial condition or management of the Borrower, or
determines that there has been any non-compliance with any
term or condition stated herein. Non-compliance with the
conditions and terms of this letter and all other loan
documents will be considered as an event of default,
entitling the Bank to all the default provisions as provided
for in documents evidencing this line of credit.
OTHER: Under Oregon law, most agreements, promises and commitments
made by lenders after October 3, 1989, concerning loans and
other credit extensions which are not for personal, family
or household purposes or secured solely by the borrower's
residence must be in writing, express consideration and be
signed by the lender to be enforceable.
If the above terms and conditions to extend this credit facility to Summit
Design, Inc. are acceptable to you, please sign and return the Acknowledgment
Copy of this letter on or before June 30, 1997.
Summit Design, Inc.
4/9/97
Page 5
We are pleased to provide you this borrowing accommodation and look forward
to serving your banking needs in the future.
Sincerely,
Daniel J. Hempy
Senior Vice President
BY OREGON STATUTE (ORS 41.580), THE FOLLOWING DISCLOSURE IS REQUIRED: UNDER
OREGON LAW MOST AGREEMENTS PROMISES AND COMMITMENTS MADE BY LENDERS AFTER
OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT
FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSE OR SECURED SOLELY BY THE
BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED
BY THE LENDER TO BE ENFORCEABLE.
THE UNDERSIGNED HEREBY ACKNOWLEDGES AND ACCEPTS THIS OFFER TO EXTEND CREDIT
SUBJECT TO THE TERMS AND CONDITIONS STATED ABOVE.
SUMMIT DESIGN, INC.
BY: /s/ C. Albert Koob Chief Financial Officer 6/18/97
------------------------------------------- -------
Title Date
Summit Design, Inc.
4/9/97
Page 6
June 24, 1997
C. Albert Koob
Chief Financial Officer
Art Fletcher
Treasurer and Director of Financial Planning
Summit Design, Inc.
9305 S.W. Gemini Drive
Beaverton, OR 97005-7158
Gentlemen:
Please find enclosed the " Alternative Rate Options Promissory Note" to
complete the documentation necessary for Summit Design's Operating Line of
Credit. Please sign where indicated and return to me.
If you have any questions or comments please call me or Dan Hempy, at 275-5172
or 275-5879, respectively.
We are pleased to provide you this borrowing accommodation and look forward to
serving your banking needs in the future.
Sincerely,
Richard Glassman
Assistant Relationship Manager
Summit Design, Inc.
4/9/97
Page 7
THIS EXHIBIT IS ATTACHED TO AND MADE A PART OF THAT CERTAIN PROMISSORY NOTE FOR
$1,000,000.00 DATED JUNE 23, 1997 FROM SUMMIT DESIGN, INC. TO US BANK.
EXHIBIT "A"
PERFORMANCE PRICING:
Pricing to be based upon Borrower's ratio of debt to worth, at the
Borrower's Option, as expressed in the following matrix. The spread
over the base rates will be determined quarterly beginning
September 30, 1997.
DEBT/WORTH PRIME PRICING IBOR PRICING
- ---------- ------------- ------------
- -Greater than or equal to-0.51 Prime + 75% 3.00%
0.26 to .050 Prime + .50% 2.75%
- -Less than or equal to-0.25 Prime + 0.00%
2.25%
The initial Prime option is Prime + 0.50%. ; Current IBOR Pricing is +2.75%
Debt to Tangible Net Worth is defined as ( Total Liabilities - Unearned
Revenue) / (Shareholder's Equity - Intangibles).
Summit Design, Inc.
BY: /s/ C. Albert Koob
------------------
Authorized Officer
Summit Design, Inc.
4/9/97
Page 8
ALTERNATIVE RATE OPTIONS
PROMISSORY NOTE
(PRIME RATE, LIBOR)
$1,000,000.00 Dated as of: 06-23-97
- ----------------------------------------------------- --------
Summit Design, Inc. ("Borrower")
- -----------------------------------------------------
U.S. BANK ("Lender")
1. TYPE OF CREDIT. This note is given to evidence Borrower's obligation to
repay all sums which lender may from time to time advance to Borrower
("Advances") under a:
/ / single disbursement loan. Amounts loaned to Borrower hereunder will
be disbursed in a single Advance in the amount shown in
Section 2.
/x/ revolving line of credit. No Advances shall be made Which create a
maximum amount outstanding at any one time which exceeds the
maximum amount shown in Section 2. However, Advances hereunder
may be borrowed , repaid and reborrowed, and the aggregate
Advances loaned hereunder from time to time may exceed such
maximum amount.
/ / non-revolving line of credit. Each Advance made from time to time
hereunder shall reduce the maximum amount available shown in
Section 2. Advances loaned hereunder which are repaid may not
be reborrowed.
2. PRINCIPAL BALANCE. The unpaid Principal balance of all Advances
outstanding under this note ("Principal Balance") at one time shall not
exceed $ 1,000,000.00.
---------------
3. PROMISE TO PAY. For value received Borrower promises to pay Lender or
order at OR COMMERCIAL LOAN SERVICING, 555 SW OAK, PL-7 PORTLAND, OR
97204, the Principal Balance of this note, with interest thereon at the
rate(s) specified in Sections 4 and 11 below.
4. INTEREST RATE. The interest rate on the Principal Balance outstanding
may vary from time to time pursuant to the provisions of this note.
Subject to the provisions of this note, Borrower shall have the option
from time to time of choosing to pay interest at the rate or rates and
for the applicable periods of time based on the rate options provided
herein; PROVIDED, however, that once Borrower notifies Lender of the rate
option chosen in accordance with the provisions of this note, such notice
shall be irrevocable. The rate options are the Prime Borrowing Rate and
the LIBOR Borrowing Rate, each as defined herein.
(a) DEFINITIONS. The following terms shall have the following meanings:
"Business Day" means any other day than a Saturday, Sunday,
or other day that commercial banks in Portland, Oregon or New York City are
authorized or required by law to close; provided, however that when used in
connection with a LIBOR Rate, LIBOR Amount,
Summit Design, Inc.
4/9/97
Page 9
or LIBOR Interest Period such term shall also exclude any day on which dealings
in U.S. dollar deposits are not carried on in the London interbank market.
"LIBOR Amount" means each principal amount for which
Borrower chooses to have the LIBOR Borrowing Rate apply for any specified
LIBOR Interest Period.
"LIBOR Interest Period" means as to any LIBOR amount, a
period of 1,2 OR 3 months commencing on the date the LIBOR Borrowing Rate
becomes applicable thereto; PROVIDED, however, that: (I) the first day of
each LIBOR Interest Period must be a Business Day; (ii) no LIBOR Interest
Period shall be selected which would extend beyond EXPIRY; (iii) no LIBOR
Interest Period shall extend beyond the date of any principal payment
required under section 6 of this note, unless the sum of the Prime Rate
Amount, plus LIBOR Amounts with LIBOR Interest Periods ending on or before
the scheduled date of such principal payment, plus principal amounts
remaining unborrowed under a line of credit, equals or exceeds the amount of
such principal payment; (iv) any LIBOR Interest Payment which would otherwise
expire on a day which is not a Business Day, shall be extended to the next
succeeding Business Day, unless the result of such extension would be to
extend such LIBOR Interest Period into another calendar month, in which event
the LIBOR Interest Period shall end on the immediately preceding Business
Day; and (v) any LIBOR Interest Period that begins on the last Business Day
of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such LIBOR Interest
Period) shall end on the last Business Day of a calendar month.
"LIBOR Rate" means, for any LIBOR Interest Period, the rate
per annum (computed on the basis of a 360-day year and the actual
number of days elapsed and rounded upward to the nearest 1/16 of
1%) established by Lender as its LIBOR Rate, based on Lender's
determination, on the basis of such factors as Lender deems
relevant, of the rate of interest at which U.S. dollar deposits
would be offered to U.S. Bank in the London interbank market at
approximately 11 a.m. London time on the date which is two Business
Days prior to the first day of such LIBOR Interest Period for
delivery on the first day of such LIBOR Interest Period for the
number of months therein; provided, however, that the LIBOR Rate
shall be adjusted to take into account the maximum reserves
required to be maintained for Eurocurrency liabilities by banks
during each such LIBOR Interest Period as specified in Regulation D
of the Board of Governors of the Federal Reserve System or any
successor regulation.
"Prime Rate" means the rate of interest which Lender from time to time
establishes as its prime rate and is not, for example, the lowest
rate of interest which Lender collects from any borrower or class
of borrowers. When the Prime Rate is applicable under section 4 (b)
or 11 (b), the interest rate hereunder shall be adjusted without
notice effective on the day the Prime Rate changes, but in no event
shall the rate of interest be higher than allowed by law.
"Prime Rate Amount" means any portion of the Principal Balance bearing
interest at the Prime Borrowing Rate.
Summit Design, Inc.
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(b) THE PRIME BORROWING RATE.
(i) The Prime Borrowing Rate is a per annum rate equal to the
Prime Rate plus SEE ATTACHED EXHIBIT "A" % per annum.
(ii) Whenever Borrower desires to use the Prime Borrowing Rate
option, Borrower shall give Lender notice orally or in
writing in accordance with Section 15 of this note, which
notice shall specify the requested effective date (which
must be a Business Day) and principal amount of the
Advance or increase in the Prime Rate Amount, and whether
Borrower is requesting a new Advance under a line of
credit or conversion of a LIBOR Amount to the Prime
Borrowing Rate.
(iii) Subject to Section 11 of this note, interest shall accrue
on the unpaid Principal Balance at the Prime Borrowing
Rate unless and except to the extent that the LIBOR
Borrowing Rate is in effect.
(c) THE LIBOR BORROWING RATE.
(i) The LIBOR Borrowing Rate is the LIBOR Rate plus SEE
ATTACHED EXHIBIT "A" % per annum.
(ii) Borrower may obtain LIBOR Borrowing Rate quotes from
Lender between 8:00 a.m. and 10:00 a.m. ( Portland,
Oregon time) on any Business Day. Borrower may request an
Advance, conversion of any portion of the Prime Rate
Amount to a LIBOR amount or a new LIBOR Interest Period
for an existing LIBOR Amount, at such rate only by giving
Lender notice in accordance with Section 4 ( c ) (iii)
before 10:00 a.m. ( Portland, Oregon time) on such day.
(iii) Whenever Borrower desires to use the LIBOR Borrowing Rate
option, Borrower shall give Lender irrevocable notice (
either in writing or orally and promptly confirmed in
writing) between 8:00a.m. and 10:00 a.m. (Portland,
Oregon time) two (2) business days prior to the desired
effective date of such rate. Any oral notice shall be
given by, and any written notice or confirmation of an
oral notice shall be signed by, the person (s) authorized
in Section 15 of this note, and shall specify the
requested effective date of the rate, LIBOR Interest
Period and LIBOR Amount, and whether Borrower is
requesting a new Advance at the LIBOR Borrowing Rate
under a line of credit, conversion of all or any portion
of the Prime Rate Amount to a LIBOR Amount, or a new
LIBOR Interest Period for an outstanding LIBOR Amount.
Notwithstanding any other term of this note, Borrower may
elect the LIBOR Borrowing Rate in the minimum principal
amount of $500,000.00 and in multiples of $100,000.00
above such amount; PROVIDED, however, that no more than
N/A separate LIBOR Interest Periods may be in effect at
any one time.
If at any time the LIBOR Rate is unascertainable or unavailable to Lender or if
LIBOR Rate loans become unlawful, the option to select the LIBOR Borrowing Rate
shall terminate immediately. If the LIBOR Borrowing Rate is in effect, (A) it
shall terminate automatically with respect to all LIBOR Amounts (i) on the last
day of each then applicable LIBOR Interest Period,
Summit Design, Inc.
4/9/97
Page 11
if Lender may lawfully continue to maintain such loans, or (ii) immediately if
Lender may not lawfully continue to maintain such loans throuh such day, and
(B) subject to Section 11, the Prime Borrowing Rate automatically shall become
effective as to such amounts upon such termination.
(iv) If at any time after the date hereof (A) any revision in or
adoption of any applicable law, rule, or regulation or in the
interpretation or administration thereof (i) shall subject
Lender or its Eurodollar lending office to any tax, duty, or
other charge, or change the basis of taxation of payments to
Lender with respect to any loans bearing interest based on the
LIBOR Rate, or (ii) shall impose or modify any reserve,
insurance, special deposit, or similar requirements against
assets of, deposits with or for the account of, or credit
extended by Lender or its Eurodollar lending office, or impose
on Lender or its Eurodollar lending office any other
condition affecting any such loans, and (B) the result of any
of the forgoing is (i) to increase the cost to Lender of
making or maintaining any such loans or (ii) to reduce the
amount of any sum receivable under this note by Lender or its
Eurodollar lending office, Borrower shall pay Lender within 15
days after demand by Lender such additional amount as will
compensate Lender for such increased cost or reduction. The
determination hereunder by Lender of such additional amount
shall be conclusive in the absence of manifest error. If
Lender demands compensation under this Section 4 (c) (v),
Borrower may upon three (3) Business Days' notice to Lender
pay the accrued interest on all LIBOR Amounts, together with
any additional amounts payable under Section 4 (c)(vi).
Subject to Section 11, upon Borrower's paying such accrued
interest and additional costs, the Prime Borrowing Rate
immediately shall be effective with respect to the unpaid
principal balance of such LIBOR amounts.
(v) Borrower shall pay to Lender, on demand, such amount as Lender
reasonably determines (determined as though 100 % of the
applicable LIBOR Amount had been funded in the London
interbank market) is necessary to compensate Lender for any
direct or indirect losses, expenses, liabilities, costs,
expenses or reductions in yield to Lender, whether incurred in
connection with liquidation or re-employment of funds or
otherwise, incurred or sustained by Lender as a result of: (A)
Any payment or prepayment of a LIBOR Amount, termination of
the LIBOR Borrowing Rate or conversion of a LIBOR Amount to
the Prime Borrowing Rate on a day other than the last day of
the applicable LIBOR Interest Period (including as a result
of acceleration or a notice persuant to Section 4 (c)(v)); or
(B) Any failure of Borrower to borrow, continue or prepay any
LIBOR Amount or to convert any portion of the Prime Rate
Amount to a LIBOR Amount after Borrower has given notice
thereof to Lender.
(vi) If Borrower chooses the LIBOR Borrowing Rate, Borrower shall pay
interest based on such rate, plus any other applicable taxes
or charges hereunder, even though Lender may have obtained the
funds loaned to Borrower from sources other than the London
interbank market. Lender's determination of the
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LIBOR Borrowing Rate and any such taxes or charges shall be
conclusive in the absence of manifest error.
(vii) Notwithstanding any other term of this note, Borrower may not
select the LIBOR Borrowing Rate if an event of default
hereunder has occurred and is continuing.
(viii) Nothing contained in this note, including without limitation the
determination of any LIBOR Interest Period or Lender's
quotation of any LIBOR Borrowing Rate, shall be construed to
prejudice Lender's right, if any, to decline to make any
requested Advance or to require payment on demand.
5. COMPUTATION OF INTEREST . All interest under Section 4 and Section 11
will e computed at the applicable rate based on a 360-day year and
applied to he actual number of days elapsed.
6. PAYMENT SCHEDULE.
(a) PRINCIPAL. Principal shall be paid:
/X/ on demand
/ / on demand. or if no demand, on______.
/ / on__________.
/ / subject to Section 8, in installments of
/ /____each, plus accrued interest, beginning on ____and on the same day of
each ____ thereafter until ____ when the entire Principal
Balance plus interest thereon shall be due and payable.
/ /____each, including accrued interest, beginning
on____and on the same day of each____ thereafter until
____ when the entire Principal Balance plus interest
thereon shall be due and payable.
/ /_________.
(b) INTEREST.
(i) Interest on the Prime Rate Amount shall be paid:
/X/ on the first day of FEBRUARY, 1997 and on the same day of each
MONTH. thereafter prior to maturity and at maturity.
/ / at maturity.
/ / at the time each principal installment is due
and at maturity.
/ /______.
(ii) Interest on all LIBOR Amount shall be paid:
/X/ on the last day of the applicable LIBOR Interest Period, and if such LIBOR
Interest period is longer than three months, on the last day
of each three month period occuring during such LIBOR
Interest Period, and at maturity.
/X/ on the ____ day of _____ and on the same day of each ______ thereafter
prior to maturity and at maturity.
/ / at maturity.
/ / at the time each principal installment is due and at maturity.
/ / ______.
7. PREPAYMENT.
(a) Prepayments of all or any part of the Prime Rate Amount may be
made at any time without penalty.
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4/9/97
Page 13
(b) Except as otherwise specifically set forth herein, Borrower may not
prepay all or any part of any LIBOR Amount , or terminate any LIBOR
Borrowing Rate except on the last day of the applicable LIBOR Interest
Period.
(c) Principal prepayments will not postpone the date of or change the
amount of any regularly scheduled payment. At the time of any
principal prepayment, all accrued interest, fees, costs, and expenses
shall also be paid.
8. CHANGE IN PAYMENT AMOUNT. Each time the interest rate on this note changes
the holder of this note may, from time to time, in holder's sole
discretion, increase or decrease the amount of each of the installments
remaining unpaid at the time of such change in rate to an amount holder in
its sole discretion deems necessary to continue amortizing the Principal
Balance at the same rate established by the installment amounts specified
in Section 6(a), whether or not a "balloon" payment may also be due upon
maturity of this note. Holder shall notify the undersigned of each such
change in writing. Whether or not the installment amount is increased
under this Section 8, Borrower understands that, as a result of increases
in the rate of interest the final payment due, whether or not a "balloon"
payment, shall include the entire Principal Balance and interest thereon
then outstanding, and may be substantially more than the installment
specified in Section 6.
9. ALTERNATE PAYMENT DATE. Notwithstanding any other term of this note, if in
any month there is no day on which a scheduled payment would otherwise be
due (e.g. February 31), such payment shall be paid on the last banking day
of that month.
10. PAYMENT BY AUTOMATIC DEBIT.
/ / Borrower hereby authorizes Lender to automatically deduct the amount of all
principal and interest payments from account number _____
at _____. If there are insufficient funds in the account
to pay the automatic deduction in full, Lender may allow
the account to become overdrawn, or Lender may reverse the
automatic deduction. Borrower will pay all the fees on
the account which result from the automatic deductions,
including any overdraft and non-sufficient funds charges.
If for any reason Lender does not charge the account for
a payment, or if an automatic payment is reversed, the
payment is still due according to this note. If the
account is a Money Market Account, the number of
withdrawals from that account is limited as set out in
the account agreement. Lender may cancel the automatic
deduction at any time in its discretion.
Provided, however, if no account number is entered above, Borrower does not want
to make payments by automatic debit.
11. DEFAULT.
(a) Without prejudice to any right of Lender to require payment on demand or to
decline to make any requested Advance, each of the following shall be an
event of default: ( i )Borrower fails to make any payment when due. (ii)
Borrower fails to perform or comply with any term, covenant or obligation
in this note or any agreement related to this note, or in any other
agreement or loan Borrower has with Lender. (iii) Borrower defaults under
any loan, extension of credit, security agreement, purchase or sales
agreement, or any other agreement,
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in favor of any other creditor or person that may materially affect any of
Borrower's property or Borrower's ability to repay this note or perform
Borrower's obligations under this note or any related documents. (iv) Any
representation or statement made or furnished to Lender by Borrower or on
Borrower's behalf is false or misleading in any material respect either
now or at the time made or furnished. (v) Borrower dies, becomes
insolvent, liquidates or dissolves, a receiver is appointed for any part
of Borrower's property, Borrower makes an assignment for the benefit of
creditors, or any proceeding is commenced either by Borrower or against
Borrower under any bankruptcy or insolvency laws. (vi) Any creditor tries
to take any of Borrower's property on or in which Lender has a lien or
security interest. This includes a garnishment of any of Borrower's
accounts with Lender. (vii) Any of the events described in this default
section occurs with respect to any general partner in Borrower or any
guarantor of this note, or any guaranty of Borrower's indebtedness to
Lender ceases to be, or is asserted not to be, in full force and effect.
(viii) There is any material adverse change in the financial condition or
management of Borrower or Lender in good faith deems itself insecure with
respect to the payment or performance of Borrower's obligations to
Lender. If this note is payable on demand, the inclusion of specific
events of default shall not prejudice Lender's right to require payment
on demand or to decline to make any requested Advance.
(b) Without prejudice to any right of Lender to require payment on demand, upon
the occurance of an event of default, Lender may declare the entire unpaid
Principal Balance on this note and all accrued unpaid interest immediately
due and payable, without notice. Upon default, including failure to pay
upon final maturity, Lender at its option, may also, if permitted under
applicable law, increase the interest rate on this note to a rate equal to
the Prime Borrowing Rate plus 5%. The interest rate will not exceed the
maximum rate permitted by applicable law. In addition, if any payment of
principal or interest is 19 or more days past due, Borrower will be charged
a late charge of 5% of the delinquent payment.
12. EVIDENCE OF PRICIPAL BALANCE; PAYMENT ON DEMAND. Holder's records shall,
at any time, be conclusive evidence of the unpaid Principal Balance and
interest owing on this note. Notwithstanding any other provisions of this
note, in the event holder makes Advances hereunder which result in an
unpaid Principal Balance on this note which at any time exceeds the maximum
amount specified in Section 2, Borrower agrees that all such Advances, with
interest, shall be payable on demand.
13. LINE OF CREDIT PROVISIONS. If the type of credit indicated in Section 1 is
a revolving line of credit or a non-revolving line of credit, Borrower
agrees that Lender is under no obligation and has not committed to make any
Advances hereunder. Each Advance hereunder shall be made at the sole
option of Lender.
14. DEMAND NOTE. If this note is payable on demand, Borrower acknowledges and
agrees that (a) Lender is entitled to demand Borrower's immediate payment
in full of all amounts owing hereunder and (b) neither anything to the
contrary contained herein or in any other loan documents (including but not
limited to, provisions relating to defaults, rights of cure, default rate
of interest, installment payments, late charges, periodic review of
Borrower's financial condition, and covenants) nor any act of Lender
pursuant to any such provisions shall limit or
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impair Lender's right or ability to require Borrower's payment in full of
all amounts owing hereunder immediately upon Lender's demand.
15. REQUESTS FOR ADVANCES
(a) Any Advance may be made or interest rate option selected upon the
request of Borrower (if an individual), any of the undersigned (if
Borrower consists of more than one individual), any person or persons
authorized in subsection (b) of this Section 15, and any person or
persons otherwise authorized to execute and deliver promissory notes
to Lender on behalf of Borrower.
(b) Borrower hereby authorizes any ____ of the following individuals to
request Advances and to select interest rate options:______unless
Lender is otherwise instructed in writing.
(c) All Advances shall be disbursed by deposit directly to Borrower's
account number ____at ____ brance of Lender, or by cashier's check
issued to Borrower.
(d) Borrower agrees that Lender shall have no obligation to verify the
identity of any person making any request pursuant to this Section 15,
and Borrower assumes all risks of the validiy and authorization of
such requests. In consideration of Lender agreeing, at its sole
discretion, to make Advances upon such requests, Borrower promises to
pay holder, in accordance with the provisions of this note, the
Principal Balanc together with interest thereon and other sums due
hereunder, although any Advances may have been requested by a person
or persons not authorized to do so.
16. PERIODIC REVIEW. Lender will review Borrower's credit accomodations
periodically. At the time of the review, Borrower will furnish Lender with
any additional information regarding Borrower's financial condition and
business operations that Lender requests. This information may include but
is not limited to, financial statements, tax returns, lists of assets and
liabilities, agings of receivables and payables, inventory schedules,
budgets and forecasts. If upon review, Lender, in its sole discretion,
determines that there has been a material adverse change in Borrower's
financial condition, Borrower will be in default. Upon default, lender
shall have all rights specified herein.
17. NOTICES. Any notice hereunder may be given by ordinary mail, postage paid
and addressed to Borrower at the last known address of Borrower as shown on
holder's records. If Borrower consists of more than one person,
notification of any said persons shall be complete notification of all.
18. ATTORNEY FEES. Whether or not litigation or arbitration is commenced,
Borrower promises to pay all costs of collecting overdue amounts. Without
limiting the foregoing , in the event that holder consults an attorney
regarding the enforcement of any of its rights under this note or any
ocument securing the same, or if this note is placed in the hands of an
attorney for collection or if suit or litigation is brought to enforse this
note or any document securing the same, Borrower promises to pay all costs
thereof including such additional sums as the court or arbitrator(s) may
adjudge reasonable as attorney fees, including without limitation, costs
and attorney fees incurred in any appellate court, in any proceeding under
the
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bankruptcy code, or in any receivership and post-judgement attorney
fees incurred in enforcing any judgement.
19. WAIVERS; CONSENT. Each party hereto, whether maker, co-maker, guarantor or
otherwise, waives diligence, demand, presentment for payment, notice of
non-payment, protest and notice of protest and waives all defenses based on
suretyship or impairment of collateral. Without notice to Borrower and
without diminishing or affecting Lender's rights or Borrower's obligations
hereunder, Lender may deal in any manner with any person who at any time is
liable for, or provides any real or personal property collateral for, any
indebtedness of Borrower to Lender, including the indebtedness evidenced by
this note. Without limiting the foregoing, Lender may, in its sole
discretion: (a) make secured or unsecured loans to Borrower and agree to
any number of waivers, modifications, extensions and renewals of any length
of such loans, including the loan evidenced by this note; (b) impair,
release (with or without substitution of new collateral), fail to perfect a
security interest in, fail to preserve the value of, fail to dispose of in
accordance with applicable law, any collateral provided by any person; (c)
sue, fail to sue, agree not to sue, release, and settle or compromise with,
any person.
20. JOINT AND SEVERAL LIABILITY. All undertakings of the undersigned Borrowers
are joint and several and are binding upon any marital community of which
any of the undersigned are members. Holder's rights and remedies under
this note shall be cumulative.
21. SEVERABILITY. If any term or provision of this note is declared by a court
of competent jurisdiction to be illegal, invalid or unenforceable for any
reason whatsoever, such illegality, invalidity or unenforceability shall
not affect the balance of the terms and provisions hereof, which terms and
provisions shall remain binding and enforceable, and this note shall be
construed as if such illegal, invalid or unenforcable provision had not
been contained herein.
22. ARBITRATION.
(a) Either Lender or Borrower may require that all disputes, claims,
counterclaims and defenses, including those based on or arising from
any alleged tort ("Claims") relating in any way to this note or any
transaction of which this note is a part ( the "Loan"), be settled by
binding arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association and Title 9 of the U.S.
Code. All claims will be subject to the statutes of limitation
applicable if they were litigated. This provision is void if the
Loan, at the time of the proposed submission to arbitration, is
secured by real property located outside of Oregon or Washington, or
if the effect of the arbitration procedure ( as opposed to any Claims
of Borrower) would be to materially impair Lender's ability to realize
on any collateral securing the Loan.
(b) If arbitration occurs and each party's claim is less than $100,000,
one neutral arbitrator will decide all issues; if any party's claim is
$100,000 or more,three neutral arbitrators will decide all issues.
All arbitrators will be active Oregon State Bar members in good
standing. All arbitration hearings will be held in Portland, Oregon.
In addition to all other powers, the arbitrator(s) shall have the
exclusive right to
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determine all issues of arbitrability. Judgment on
any arbitration award may be entered in any court with jurisdiction.
(c) If either party institutes any judicial proceeding relating to the
Loan, such action shall not be a waiver of the right to submit any
Claim to arbitration. In addition, each has the right before, during
and after any arbitration to exercise any number of the following
remedies, in any order or concurrently: (i) Setoff; (ii) self-help
repossession; (iii) judicial or non-judicial foreclosure against real
or personal property collateral;and (iv) provisional remedies,
including injunction, appointment of receiver, attachement, claim and
delivery and replevin.
23. GOVERNING LAW. This note shall be governed by and construed and enforced
in accordance with the laws of the State of Oregon without regard to
conflicts of law principles; PROVIDED, however, that to the extent that
Lender has greater rights or remedies under Federal law, this provision
shall not be deemed to deprive Lender of such rights and remedies as may be
available under Federal law.
24. DISCLOSURE.
UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDERS
AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT
EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD
PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUCT
BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY THE
LENDER TO BE ENFORCEABLE.
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EACH OF THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS
DOCUMENT.
SUMMIT DESIGN, INC.
- -------------------------------- --------------------------------
Borrower Name Signature of Individual Borrower
/s/ C. Albert Koob, Chief Financial Officer --------------------------------
By Title Signature of Individual
Borrower
- -------------------------------- --------------------------------
By Title Signature of Individual
Borrower
For valuable consideration, Lender agrees to the terms of the arbitration
provision set forth in this note.
Lender
Name:__________________________
By:_________________________________
Title:______________________________
Date