Exhibit 10.3
EXHIBIT E
TO CREDIT AGREEMENT
TERM NOTE
$10,000,000 Los Angeles, California
June 11, 1999
FOR VALUE RECEIVED, the undersigned, XXXXXX, INC., a Colorado
corporation, ZUELLIG BOTANICAL EXTRACTS, INC., a Delaware corporation,
ZETAPHARM, INC., a New York corporation, XXXXXX DRUG COMPANY, INC., a
Delaware corporation and XXXXXXX LABORATORIES, INC., a Massachusetts
corporation (collectively, the "Borrowers"), hereby jointly and severally,
unconditionally promise to pay to the order of Xxxxx Fargo Bank, National
Association (the "Lender"), at [c/x Xxxxx Fargo HSBC Trade Bank, N.A., 000
Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000], or at such
other place as the holder of this Note may direct, (i) on the Maturity
Date, the aggregate unpaid principal amount of all Term Loans made by the
Lender pursuant to the Credit Agreement (referred to below) and (ii) on
each Term Loan Repayment Date prior to the Maturity Date, the principal
amount of Term Loans made by the Lender pursuant to the Credit Agreement
and payable to the Lender on such Term Loan Repayment Date as provided in
the Credit Agreement, in each case in lawful money of the United States of
America and in immediately available funds. The Borrowers further agree,
jointly and severally, to pay interest on the unpaid principal amount
outstanding hereunder from time to time from the date hereof in like money
at such office at the rates and on the dates specified in the Credit
Agreement. For the purpose of determining such interest rates, the
Applicable Margin shall be as set forth on Schedule 1 annexed hereto.
The holder of this Note is authorized to record on Schedules 2 and 3
annexed hereto or on a continuation thereof the date, Type and amount of
each Term Loan made pursuant to the Credit Agreement, each continuation
thereof, each conversion of all or a portion thereof to another Type, the
date and amount of each payment or repayment of principal thereof and, in
the case of LIBOR Loans, the length of each Interest Period with respect
thereto; provided, however, that the failure to make any such recordation
shall not affect the obligations of the Borrowers in respect of such Term
Loans.
This Note is the Term Note referred to in the Credit Agreement dated
as of June 11, 1999 (the "Credit Agreement"), among the Borrowers and the
Lender, is secured as provided therein and in the Security Documents and is
subject to optional and mandatory prepayment as set forth in the Credit
Agreement.
Upon the occurrence of any one or more of the Events of Default
specified in the Credit Agreement, all amounts then remaining unpaid on
this Note shall become, or may be declared to be, immediately due and
payable, all as provided in the Credit Agreement.
All parties now and hereafter liable with respect to this Note,
whether maker, principal, surety, guarantor, endorser or otherwise, hereby
waive presentment, demand, protest and all other notices of any kind.
Terms defined in the Credit Agreement are used herein with their
defined meanings unless otherwise defined herein. This Note shall be
governed by, and construed and interpreted in accordance with, the laws of
the State of California.
XXXXXX, INC.
By:
Name:
Title:
ZUELLIG BOTANICAL EXTRACTS, INC.
By:
Name:
Title:
ZETAPHARM, INC.
By:
Name:
Title:
XXXXXX DRUG COMPANY, INC.
By:
Name:
Title:
XXXXXXX LABORATORIES, INC.
By:
Name:
Title:
SCHEDULE 1
TO TERM NOTE
APPLICABLE MARGINS
Base Rate Loans - minus one-half of one percent (0.50%)
LIBOR Loans - plus one and three-quarters percent (1.75%); if, on
the one year anniversary of the Effective Date, the
Borrowers are in compliance with all terms and
conditions of the Credit Agreement and the other
Loan Documents, then effective as of such date, and
for Interest Periods commencing on and after such
date, the Applicable Margin will be reduced to one
and sixty-five one-hundredths percent (1.65%)
SCHEDULE 2
TO TERM NOTE
LOANS, CONVERSIONS AND PAYMENT OF BASE RATE LOANS
Amount Amount of Unpaid
of Base LIBOR Loans Principal
Amount of Amount of Rate Loans Converted Balance
Base Rate Principal Converted to to Base of Base Notation
Date Loans Repaid LIBOR Loans Rate Loans Rate Loans Made By
SCHEDULE 3
TO TERM NOTE
LOANS, CONVERSIONS AND PAYMENTS OF LIBOR LOANS
Amount of Amount of Unpaid
LIBOR Loans Base Rate Principal
Amount of Amount of Converted to Loans Balance
LIBOR Principal Base Rate Converted to of LIBOR Notation
Date Loans Repaid Loans LIBOR Loans Loans Made By
