CONNECTION WITH THIS NOTE OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT

 

                                                                    Exhibit 10.8

                            DEMAND NOTE (UNSECURED)

$3,000,000.00                                   Chicago, Illinois April 24, 1996

                                                                   DUE ON DEMAND

     FOR VALUE RECEIVED, the undersigned (jointly and severally if more than
one) ("Borrower"), promises to pay to the order of AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO ("Bank"), at its principal place of business in
Chicago, Illinois or such other place as Bank may designate from time to time
hereafter, the principal sum of Three Million and 00/100ths Dollars, or such
lesser principal sum as may then be owed by Borrower to Bank hereunder.

     Borrower's obligations and liabilities to Bank under this Note ("Borrower's
Liabilities") shall be payable ON DEMAND.

     The unpaid principal balance of Borrower's Liabilities due hereunder shall 
bear interest from the date hereof until paid, computed as follows (DELETE 
INAPPLICABLE PROVISION): (ii) AT A DAILY RATE EQUAL TO THE DAILY RATE EQUIVALENT
OF _______% PER ANNUM (computed on the basis of a 360-day year and actual days 
elapsed) IN EXCESS OF the rate of interest announced or published publicly from 
time to time by Bank as its prime or base rate of interest (THE "BASE RATE"); 
provided, however, that in the event that any of Borrower's Liabilities are not 
paid on demand, the unpaid amount of Borrower's Liabilities shall bear interest 
after the demand date until paid at a rate equal to the sum of the rate that 
would otherwise be in effect plus 3%.*

     If the rate of interest to be charged by Bank to Borrower hereunder is that
specified in clause (ii) above, such rate shall fluctuate hereafter from time to
time concurrently with, and in an amount equal to, each increase or decrease in
the Base Rate, whichever is applicable.

     Accrued interest shall be payable by Borrower to Bank on the same day of
each (DELETE INAPPLICABLE PROVISION): (i) month, or and at maturity, commencing
with the 31 day of May, 1996, or as billed by Bank to Borrower, at Bank's
principal place of business, or at such other place as Bank may designate from
time to time hereafter.

     Borrower warrants and represents to Bank that Borrower shall use the
proceeds represented by this Note solely for proper business purposes and
consistently with all applicable laws and statutes.

     Any deposits or other sums at any time credited by or payable or due from 
Bank to Borrower, or any monies, cash, cash equivalents, securities, 
instruments, documents or other assets of Borrower in the possession or control 
of Bank or its bailee for any purpose, may be reduced to cash and applied by 
Bank to or setoff by Bank against Borrower's Liabilities.

     Upon demand, all of Borrower's Liabilities shall be immediately due and 
payable. All of Bank's rights and remedies under this Note are cumulative and 
non-exclusive. The acceptance by Bank of any partial payment made hereunder 
after the time when any of Borrower's Liabilities become due and payable will 
not establish a custom or waive any rights of Bank to enforce prompt payment 
hereof. Bank's failure to require strict performance by Borrower of any 
provision of this Note shall not waive, affect or diminish any right of Bank 
thereafter to demand strict compliance and performance therewith. Borrower and 
every endorser waiver presentment, demand and protest and notice of presentment,
protest, default, non-payment, maturity, release, compromise, settlement, 
extension or renewal of this Note, and hereby ratify and confirm whatever Bank 
may do in this regard. Borrower further waives any and all notice or demand to 
which Borrower might be entitled with respect to this Note by virtue of any 
applicable statute or law (to the extent permitted by law).

     Borrower agrees to pay, immediately upon demand by Bank, any and all costs,
fees and expenses (including reasonable attorneys' fees, costs and expenses) 
incurred by Bank (i) in enforcing any of Bank's rights hereunder, and (ii) in 
representing Bank in any litigation, contest, suit or dispute, or to commence, 
defend or intervene or to take any action with respect to any litigation, 
contest, suit or dispute (whether instituted by Bank, Borrower or any other 
person) in any way relating to this Note or Borrower's Liabilities, and to the 
extent not paid the same shall become part of Borrower's Liabilities.

     This Note shall be deemed to have been submitted by Borrower to Bank and to
have been made at Bank's principal place of business. This Note shall be 
governed and controlled by the internal laws of the State of Illinois and not 
the law of conflicts.

     Advances under this Note may be made by Bank upon oral or written request 
of any person authorized to make such requests on behalf of Borrower 
("Authorized Person"). Borrower agrees that Bank may act on requests which Bank 
in good faith believes to be made by an Authorized Person, regardless of whether
such requests are in fact made by an Authorized Person. Any such advance shall 
be conclusively presumed to have been made by Bank to or for the benefit of 
Borrower. Borrower does hereby irrevocably confirm, ratify and approve all such 
advances by Bank and agrees to indemnify Bank against any and all losses and 
expenses (including reasonable attorneys' fees) and shall hold Bank harmless 
with respect thereto.

     TO INDUCE BANK TO ACCEPT THIS NOTE, BORROWER IRREVOCABLY AGREES THAT, 
SUBJECT TO BANK'S SOLE AND ABSOLUTE ELECTION, ALL ACTIONS OR PROCEEDINGS IN ANY 
WAY, MANNER OR RESPECT, ARISING OUT OF OR FROM OR RELATED TO THIS NOTE SHALL BE 
LITIGATED IN COURTS HAVING SITUS WITHIN THE CITY OF CHICAGO, STATE OF ILLINOIS.
BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR 
FEDERAL COURT LOCATED WITHIN SAID CITY AND STATE. BORROWER HEREBY WAIVES ANY 
RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION BROUGHT 
AGAINST BORROWER BY BANK IN ACCORDANCE WITH THIS PARAGRAPH.

     BORROWER IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT,
COUNTERCLAIM OR PROCEEDING (I) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN 
CONNECTION WITH THIS NOTE OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT  
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH, OR 
(II) ARISING FROM ANY DISPUTE OR CONTROVERSY IN CONNECTION WITH OR RELATED TO 
THIS NOTE OR ANY SUCH AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT, AND AGREES 
THAT ANY SUCH ACTION, SUIT, COUNTERCLAIM OR PROCEEDING SHALL BE TRIED BEFORE A 
COURT AND NOT BEFORE A JURY.

 3040 West Salt Creek Lane                Market Facts, Inc.
- ------------------------------------     ---------------------------------------
                                         Print or Type Name of Borrower

 Arlington Heights, IL  60005             /s/ T. J. Sullivan
- ------------------------------------     ---------------------------------------
Address                                  Signature

    362061602                             V.P. and Treasurer
- ------------------------------------     ---------------------------------------
FEIN or SSN                              Title

   * Pursuant to LIBOR Agreement dated April 24, 1996.

               LONDON INTERBANK OFFERED RATE BORROWING AGREEMENT

     THIS LONDON INTERBANK OFFERED RATE ("LIBOR") BORROWING AGREEMENT (this 
"Agreement"), dated as of the 24 day of April, 1996 by and between AMERICAN 
NATIONAL BANK AND TRUST COMPANY OF CHICAGO ("Bank"), a national banking 
association with its principal place of business at 33 North LaSalle Street, 
Chicago, Illinois 60690, and Market Facts, Inc. ("Borrower"), a Delaware 
corporation with its principal place of business at 3040 West Salt Creek Lane 
Arlington Hts, IL has reference to the following facts and circumstances:

     A.  Borrower has requested and Bank has agreed to extend an interest rate
         option of 2.0% per annum in excess of the London Interbank Offered Rate
         ("LIBOR"); and

     B.  Borrower has executed a Demand Note dated April 24, 1996, in the amount
         of $3,000,000.00 in favor of Bank (the "Note") which reflects the LIBOR
         option.

     NOTE, THEREFORE, in consideration of any loan, advance, extension of credit
and/or other financial accommodation at any time made by Bank to or for the
benefit of Borrower, and of the promises set forth herein, the parties hereto
agree as follows:

                           1. DEFINITIONS AND TERMS

     1.1  The following words, terms and/or phrases shall have the meanings set 
forth thereafter and such meanings shall be applicable to the singular and 
plural form thereof; whenever the context so requires, the use of "it" in 
reference to Borrower shall mean Borrower as identified at the beginning of this
Agreement:

          (a)  "Amortization Date": the dates specified in the Note when 
               principal payments are due.

          (b)  "Borrowing": any portion of Borrower's liabilities bearing 
               interest at LIBOR.

          (c)  "Business Day": any day on which Bank is open for regular 
               business.

          (d)  "Event of Default": the definition ascribed to this term in each 
               of the Note.

          (e)  "Interest Period": the period commencing on the date a LIBOR Loan
               is made and ending, as the Borrower may select, up to 90 days
               thereafter.

          (f)  "LIBOR Loans": any principle portion of Borrower's liabilities
               bearing interest at LIBOR.

          (g)  "LIBOR Margin": 2.0%

          (h)  "Maturity Date": the date specified in the Note upon which the 
               Borrower's liabilities are due and payable in full.

     1.2  Any terms or phrases not specifically defined in this Agreement shall 
have the meanings ascribed to them in the Note.

                          2. MANNER OF LIBOR ELECTION

     2.1  Borrower may elect to cause all or a portion of the principal 
outstanding on the Notes to bear interest at a daily rate equal to the daily 
rate equivalent of 2.0% in excess of LIBOR, subject to the following 
conditions:

     (a)  Not more than five (5) nor less than two (2) Business Days prior to
          the requested date of any LIBOR Borrowing, Borrower shall deliver to
          Bank an irrevocable written or telephonic notice setting forth the
          requested date and amount of such Borrowing (which amount shall not be
          less than $500,000.00 and, if in excess of $500,000.00, shall be in
          integral multiples of $50,000.00 in excess of $500,000.00) and the
          requested Interest Period of such Borrowing;

     (b)  The LIBOR used in computing the interest rate applicable to such
          Borrowing shall be the LIBOR as quoted by Bank to Borrower as being in
          effect for the date of such Borrowing plus the LIBOR Margin, computed
          on the basis of a 360-day year and actual days elapsed, and shall be
          fixed for the requested period of such Borrowing;

     (c)  Such Borrowing may not be prepaid prior to the expiration of the
          requested Interest Period of such Borrowing and shall be repaid in
          full on the last day of the requested Interest Period of such
          Borrowing;

     (d)  With respect to any Borrowing of LIBOR Loans, Borrower may not select 
          an Interest Period that extends beyond the Maturity Date of the Note.

     (e)  With respect to any Borrowing of LIBOR Loans under the Note, Borrower
          may not select an Interest Period that extends beyond any Amortization
          Date unless, after giving effect to such requested Borrowing, the
          aggregate unpaid principal amount of such Loans have Maturity Dates
          after such Amortization Date shall not exceed the aggregate principal
          amount of the Note scheduled to be outstanding after such Amortization
          Date.

     2.2  In the event Borrower fails to give notice pursuant to Section 2.1(a) 
above of the reborrowing of the principal amount of any maturing LIBOR Borrowing
and has not notified the Bank by 10:00 a.m. (Chicago time) on the day such 
Borrowing matures that it intends to renew such Borrowing, then Borrower shall 
be deemed to have requested a Borrowing of Base or Prime Rate Loans (as defined 
in the Note) on such day in the amount of the maturing Borrowing.

                             3. GENERAL PROVISIONS

     3.1  FUNDING INDEMNITY.  In the event Bank shall incur any loss, cost or 
expense (including, without limitation, any loss of profit, and any loss, cost 
or expense incurred by reason of the liquidation or re-employment of deposits or
other funds acquired by such Bank to fund or maintain any LIBOR Loan or the 
relending or reinvesting of such deposits or amounts paid or prepaid to such 
Bank) as a result of:

     (a)  any payment or prepayment of a LIBOR Loan on a date other than the 
          last day of its Interest Period,

     (b)  any failure by Borrower to borrow a LIBOR Loan on the date specified 
          in a notice given pursuant to Section 2.1 hereof,

     (c)  any failure by Borrower to make any payment of principal on any LIBOR 
          Loan when due (whether by acceleration or otherwise), or

     (d)  any acceleration of the maturity of a LIBOR Loan as a result of the 
          occurrence of any Event of Default,

then, upon the demand of Bank, Borrower shall pay to Bank such amount as will 
reimburse Bank for such loss, cost or expense.  If Bank makes such a claim for 
compensation, it shall provide to Borrower a certificate executed by an officer 
of Bank setting forth the amount of such loss, cost or expense in reasonable 
detail (including an explanation of the basis for the computation of such loss,
cost or expense) and the amounts shown on such certificate if reasonably 
calculated shall be conclusive.

     3.2  AVAILABILITY OF LIBOR LOANS.  If Bank determines that maintenance of 
its Loans would violate any applicable law, rule, regulation, or directive, 
whether or not having the force of law, or if Bank determines that deposits of a
type and maturity appropriate to match fund LIBOR Loans are not available to it 
then Bank shall forthwith give notice thereof to Borrower, whereupon, until Bank
notifies Borrower that the circumstances giving rise to such suspension no
longer exist, the obligations of the Bank to make LIBOR Loans shall be
suspended.

     IN WITNESS WHEREOF, this Agreement has been duly executed as of the day 
and year specified at the beginning hereof.

                                       (BORROWER)

                                       Market Facts, Inc.
                                       --------------------------------
                                       
                                       By:   /s/ T.J. Sullivan  
                                             --------------------------
                                       Its:  V P and Treasurer
                                             --------------------------

                                       
                                       ATTEST:

                                       By:   /s/ Glenn W. Schmidt
                                             --------------------------
                                       Its:  Assistant Secretary
                                             --------------------------

                                       By:   /s/ Thomas H. Payne
                                             --------------------------
                                       Its:  President
                                             --------------------------

     Accepted this 24th day of April, 1996, at Bank's principal place of
business in the City of Chicago, State of Illinois.

                                       AMERICAN NATIONAL BANK AND TRUST 
                                        COMPANY OF CHICAGO

                                
                                       By:   /s/ Linda J. Schiff
                                             ---------------------------
                                       Its:  Second Vice President
                                             ---------------------------

 

Basic Info X:

Name: CONNECTION WITH THIS NOTE OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
Type: Connection with this Note or any Amendment, Instrument, Document or Agreement
Date: July 25, 1996
Company: MARKET FACTS INC
State: Delaware

Other info:

Date:

  • May , 1996
  • 24 day of April , 1996
  • April 24 , 1996
  • 24th day of April , 1996

Organization:

  • Borrower to Bank hereunder
  • Creek Lane Market Facts , Inc.
  • Borrower Arlington Heights
  • AMERICAN NATIONAL BANK
  • North LaSalle Street
  • 3040 West Salt Creek Lane Arlington Hts
  • Bank to Borrower
  • BORROWER Market Facts , Inc.
  • City of Chicago , State of Illinois

Location:

  • Illinois
  • Delaware
  • London
  • CHICAGO

Money:

  • $ 3,000,000.00
  • $ 50,000.00
  • $ 500,000.00

Person:

  • T. J. Sullivan
  • B. Borrower
  • T.J. Sullivan
  • Glenn W. Schmidt
  • Thomas H. Payne
  • Linda J. Schiff

Time:

  • 10:00 a.m.

Percent:

  • 3 %
  • 2.0 %