Unsecured Revolving Credit Agreement between Da-Lite Screen Company, Inc. and Lake City Bank (March 2008)
Da-Lite Screen Company, Inc. and Lake City Bank entered into an agreement for a $15 million unsecured revolving line of credit, maturing in May 2010. The loan carries an interest rate based on the National Prime Rate, with interest payable monthly and no prepayment penalty. The funds are intended for working capital and other corporate purposes. Da-Lite must provide annual audited financial statements and other financial information as requested. The agreement is subject to certain conditions, including no material adverse financial changes and acceptable environmental risk. A $75,000 commitment fee applies.
Exhibit 10.12
P.O. Box 1387 • Warsaw, Indiana ###-###-#### • (574) ###-###-####
March 7, 2008
Mr. Richard E. Lundin
Da-Lite Screen Company, Inc.
3100 N. Detroit St.
Warsaw, IN ###-###-####
Dear Mr. Lundin:
Based on our review of the most recent financial information presented to us, we at Lake City Bank are pleased to inform you of our commitment to provide you with the following unsecured borrowing arrangement:
| BORROWER: | Da-Lite Screen Company, Inc. | |||
| AMOUNT: | 15,000,000.00 | |||
| RATE: | The interest rate to apply to this commitment is the National Prime Rate as announced from time to timeand adjusted on a same day change basis. (The National Prime Rate today is six (6.0%) percent.) | |||
| Accrued interest shall be due and payable on the first day of each month throughout the term of this loan. | ||||
| Interest shall accrue on the basis of a three hundred-sixty (360) day year and be paid for the actual numberof days outstanding. Borrower may pre-pay the outstanding principal of this note, in whole or in part, atany time without premium or penalty of any kind. | ||||
| TERMS: | A two year revolving line of credit to Mature May 2010. Interest payable monthly by automatic draft. | |||
| COLLATERAL: | Unsecured | |||
| GUARANTEES: | None | |||
| PURPOSE: | Fund working capital needs and other proper corporate purposes. | |||
| FEES: | Loan commitment fee of $75,000 will be due upon acceptance of this commitment letter. | |||
| OTHER: | 1) | This commitment shall be subject to and cross-defaulted with all the terms, conditions, and covenants as set forth in the offering memorandum for the $160,000,000 Da-Lite Screen Company, Inc. senior note financing. | ||
| 2) | Annual CPA audited financial statements on Da-Lite Screen Company, Inc. are to be submitted to the Bank within 120 days after the close of each fiscal year end. | |||
| 3) | Any other financial information concerning Da-Lite Screen Company, Inc. as may be reasonably requested from time to time will be submitted to Lake City Bank. Additionally, the Bank agrees to treat all such information as confidential. | |||
Accounting terms shall be construed in accordance with GAAP (Generally Accepted Accounting Principles.) In addition, by executing this letter, and closing the loan, you signify there has been, to the date hereof, no material or adverse change in the financial information that you have most recently provided to Lake City Bank.
Notwithstanding the foregoing, a condition precedent to any obligation of the Bank to close or fund the loan pursuant to this commitment shall be that Borrower shall have demonstrated to the Bank’s satisfaction in Bank’s sole judgment, that the loan does not present environmental risks or liabilities that are unacceptable to the Bank.
Mr. Lundin, it is our privilege to offer you this commitment and we hope to maintain a long and mutually beneficial relationship with you. If you have any questions, please feel free to call me at (574) ###-###-####.
Should you find that the above terms and conditions meet with your approval, please sign the enclosed copy of this letter and return it in the envelope provided. This commitment is valid when accepted prior to April 1, 2008, with an expiration date for its closing of May 1, 2008.
Sincerely,
| /s/ Everett Nifong |
| Everett Nifong |
| Vice President Commercial Banking |
Agreed and accepted this 24 day of March, 2008.
| Da-Lite Screen Company, Inc. | ||
| By: | /s/ Richard E. Lundin | |
| Its: | CEO | |
