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EXHIBIT 10.12
XXXXXXXX'S NAME AND ADDRESS XXXXXX'S NAME AND ADDRESS Loan Number: ________________
"I" includes each borrow above, "You" means the lender, its Date: May 9, 1997
jointly, and severally. successors and assigns. Maturity Date: March 1, 1998
Bioanalytical Systems, Inc. Bank One, Indiana, NA Loan Amount: $2,200,000.00
0000 Xxxx Xxxxxx 000 Xxxx Xxxxxx Renewal of: 000
Xxxx Xxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
00-0000000
For value received, I promise to pay to you, or your order, at your address
listed above the PRINCIPAL sum of Two Million Two Hundred Thousand and 00/100
Dollars $2,200,000.00
[ ] SINGLE ADVANCE: I will receive all of this principal sum on
____________. No additional advances are contemplated under
this note.
[X] MULTIPLE ADVANCE: The principal sum shown above is the
maximum amount of principal I can borrow under this note. On
May 9, 1997 I will receive the amount of $______________ and
future principal advances are contemplated.
CONDITIONS: The conditions for future advances are ________________________
________________________________________________________________________
________________________________________________________________________
[X] OPEN END CREDIT: You and I agree that I may borrow up to the
maximum amount of principal more than one time. This feature
is subject to all other conditions and expires on March 1,
1998.
[ ] CLOSED END CREDIT: You and I agree that I may borrow up to
the maximum only one time (and subject to all other conditions).
INTEREST. I agree to pay interest on the outstanding principal balance from
May 9, 1997 at the rate of 8.75% per year until _________________.
[X] VARIABLE RATE: This rate may then change as stated below.
[X] INDEX RATE: The future rate will be 1/4% above the following
index rate: Bank One, Indiana, NA Prime Rate.
[ ] NO INDEX: The future rate will not be subject to any internal
or external index. It will be entirely in your control.
[x] FREQUENCY AND TIMING: The rate on this note may change as
often as daily. A change in the interest rate will take
effect on the same day Bank One, Indiana, NA Prime Rate
changes.
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[ ] LIMITATIONS: During the term of this loan, the applicable
annual interest rate will not be more than ________% or less
than ________%. The rate may not change more than _________%
each ________________.
EFFECT OF VARIABLE RATE: A change in the interest rate will have the following
effect on the payments:
[ ] The amount of each scheduled payment will change.
[ ] The amount of the final payment will change.
[ ] ___________________________________________________________________
ACCRUAL METHOD: Interest will be calculated on a 360 day basis.
POST MATURITY RATE: I agree to pay interest on the unpaid balance of this note
owing after maturity, and until paid in full, as stated below:
[ ] on the same fixed or variable rate basis in effect before maturity (as
indicated above).
[x] at a rate equal to four (4%) above Bank One, Indiana, NA Prime Rate.
[x] LATE CHARGE: If a payment is made more than 15 days after it
is due, I agree to pay a late charge of five (5%) of the
payment amount, subject to a minimum of $25.00 and a maximum
of $250.00.
[ ] ADDITIONAL CHARGES: In addition to interest, I agree to pay
the following charges which [ ] are [ ] are not included in
the principal amount above: _______________________________
PAYMENTS: I agree to pay this note as follows:
[x] INTEREST: I agree to pay accrued interest commencing
June 1, 1997 and continuing on the 1st day of each
month thereafter.
[x] PRINCIPAL: I agree to pay the principal March 1, 1998.
[ ] INSTALLMENTS: I agree to pay this note in _____
payments. The first payment will be in the amount of
$______________ and will be due ______________. A
payment of $____________ will be due
____________________________ thereafter. The final
payment of the entire unpaid balance of principal and
interest will be due ______________________.
[ ] UNPAID INTEREST: Any accrued interest not paid when due (whether due by
reason of a schedule of payments or due because of Xxxxxx's demand) will
become part of the principal thereafter, and will bear interest at the
interest rate in effect from time to time as provided for in this
agreement.
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ADDITIONAL TERMS: This loan is issued under the provisions of a Letter Loan
Agreement dated April 15, 1997.
[x] SECURITY: This note is separately secured by (describe separate
document by type and date): Security Agreement dated April 22, 1991
(inventory and receivables) and Mortgage dated January 23, 1987. (This
section is for your internal use. Failure to list a separate security
document does not mean the agreement will not secure this note.)
PURPOSE: The purpose of this loan is general working capital.
SIGNATURES: I AGREE TO THE TERMS OF THIS NOTE (INCLUDING THOSE ON PAGE 2). I
have received a copy on today's date.
Signature for Lender
Bank One, Indiana, NA Bioanalytical Systems, Inc.
By: /s/ XXXX X. XXXXXXXX By: ________________________
Xxxx X. Xxxxxxxx, Vice President
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DEFINITIONS: As used on page 1, "[x]" means the terms that apply to this loan.
"I," "me" or "my" means each Borrower who signs this note and each other person
or legal entity (including guarantors, endorsers, and sureties) who agrees to
pay this note (together referred to as "us"). "You" or "your" means the Lender
and its successors and assigns.
APPLICABLE LAW: The law of the state of Indiana will govern this note. Any
term of this note which is contrary to applicable law will not be effective,
unless the law permits you and me to agree to such a variation. If any
provision of this agreement cannot be enforced according to its terms, this
fact will not affect the enforceability of the remainder of this agreement. No
modification of this agreement may be made without your express written
consent. Time is of the essence in this agreement.
PAYMENTS: Each payment I make on this note will first reduce the amount I owe
you for charges which are neither interest nor principal. The remainder of
each payment will then reduce accrued unpaid interest, and then unpaid
principal. If you and I agree to a different application of payments, we will
describe our agreement on this note. I may prepay a part of, or the entire
balance of this loan without penalty, unless we specify to the contrary on this
note. Any partial prepayment will not excuse or reduce any later scheduled
payment until this note is paid in full (unless, when I make the prepayment,
you and I agree in writing to the contrary).
INTEREST: Interest accrues on the principal remaining unpaid from time to
time, until paid in full. If I receive the principal in more than one advance,
each advance will start to earn interest only when I receive the advance. The
interest rate in effect on this note at any given time will apply to the entire
principal advanced at that time. You and I may provide in this agreement for
accrued interest not paid when due to be added to principal. Notwithstanding
anything to the contrary, I do not agree to pay and you do not intent to charge
any rate of interest that is higher than the maximum rate of interest you could
charge under applicable law for the extension of credit that is agreed to here
(either before or after maturity). If any notice of interest accrual is sent
and is in error, we mutually agree to correct it, and if you actually collect
more interest than allowed by law and this agreement, you agree to refund it to
me.
INDEX RATE: The index will serve only as a device for setting the rate on this
note. You do not guarantee by selecting this index, or the margin, that the
rate on this note will be the same rate you charge on any other loans or class
of loans to me or other borrowers.
ACCRUAL METHOD: The amount of interest that I will pay on this loan will be
calculated using the interest rate and accrual method stated on page 1 of this
note. For the purpose of interest calculation, the accrual method will
determine the number of days in a "year." If no accrual method is stated, then
you may use any reasonable accrual method for calculating interest.
POST MATURITY RATE: For purposes of deciding when the "Post Maturity Rate"
(shown on page 1) applies, the term "maturity" means the date of the last
scheduled payment indicated on page 1 of this note or the date of accelerate
payment on the note, whichever is earlier.
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SINGLE ADVANCE LOANS: If this is a single advance loan, you and I expect that
you will make only one advance of principal. However, you may add other
amounts to the principal if you make any payments described in "PAYMENTS BY
LENDER" paragraph below, or if we have agreed that accrued interest not paid
when due may be added to principal.
MULTIPLE ADVANCE LOANS: If this is a multiple advance loan, you and I expect
that you will make more than one advance of principal. If this is closed end
credit, repaying a part of the principal will not entitle me to additional
credit.
PAYMENTS BY LENDER: If you are authorized to pay, on my behalf, charges I am
obligated to pay (such as property insurance premiums), then you may treat
those payments made by you as advances and add them to the unpaid principal
under this note or you may demand immediate payment of the charges.
SET-OFF: I agree that you may set off any amount due and payable under this
note against any right I have to receive money from you.
"Right to receive money from you " means:
(1) any deposit account balance I have with you;
(2) any money owed to me on an item presented to you or in your possession
for collection or exchange; and
(3) any repurchase agreement or other nondeposit obligation.
"Any amount due and payable under this note" means the total amount of which
you are entitled to demand payment under the terms of this note at the time you
set off. This total includes any balance the due date for which you properly
accelerate under this note.
If my right to receive money from you is also owned by someone who has not
agreed to pay this note, your right of set-off will apply to my interest in the
obligation and to any other amounts I could withdraw on my sole request or
endorsement. You right of set-off does not apply to an account or other
obligation where my rights are only as a representative. It also does not
apply to any Individual Retirement Account or other tax-deferred retirement
account.
You will not be liable for the dishonor of any check when the dishonor
occurs because you set off this debt against any of my accounts. I agree to
hold you harmless from any such claims arising as a result of your exercise of
you right of set-off.
REAL ESTATE OR RESIDENCE SECURITY: If this note is secured by real estate or a
residence that is personal property, the existence of a default and your
remedies for such a default will be determined by applicable law, by the terms
of any separate instrument creating the security interest and, to the extent
not prohibited by law and not contrary to the terms of the separate security
instrument, by the "Default" and "Remedies" paragraphs herein.
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DEFAULT: I will be in default if any one or more of the following occur: (1)
I fail to make a payment on time or in the amount due; (2) I fail to keep the
property insured, if required; (3) I fail to pay, or keep any promise, on any
debt or agreement I have with you; (4) any other creditor of mine attempts to
collect any debt I owe him through court proceedings; (5) I due, am declared
incompetent, make an assignment for the benefit of creditors, or become
insolvent (either because my liabilities exceed my assets or I am unable to pay
my debts as they become due); (6) I make any written statement or provide any
financial information that is untrue or inaccurate at the time if was provided;
(7) I do or fail to do something which causes you to believe that you will have
difficulty collecting the amount I owe you; (8) Any collateral securing this
note is used in a manner or for a purpose which threatens confiscation by a
legal authority:; (9) I change my name or assume an additional name without
first notifying you before making such a change; (10) I fail to plant,
cultivate and harvest crops in due season; (11) any loan proceeds are used for
a purpose that will contribute to excessive erosion of highly erodible land or
to the conversion of wetlands to produce an agricultural commodity, as further
explained in 7 C.F.R. Part 1940, Subpart G, Exhibit M.
REMEDIES: If I am in default on this note you have, but are not limited to,
the following remedies:
(1) You may demand immediate payment of all I owe you under this note
(principal, accrued unpaid interest and other accrued charges).
(2) You may set off this debt against any right I have to the payment of
money from you, subject to the terms of the "Set-Off" paragraph
herein.
(3) You may demand security, additional security, or additional parties to
be obligated to pay this note as a condition for not using any other
remedy.
(4) You may refuse to make advances to me or allow purchases on credit by
me.
(5) You may use any remedy you have under state or federal law.
By selecting any one or more of these remedies you do not give up your right to
later use any other remedy. By waiving your right to declare an event to be a
default, you do not waive your right to later consider the event as a default
if it continues or happens again.
COLLECTION COSTS AND ATTORNEY'S FEES: I agree to pay all costs of collection,
replevin or any other or similar type of cost if I am in default. In addition,
if you hire an attorney to collect this note, I also agree to pay any fee you
incur with such attorney plus court costs (except where prohibited by law). To
the extent permitted by the United States Bankruptcy Code, I also agree to pay
the reasonable attorney's fees and costs you incur to collect this debt as
awarded by any court exercising jurisdiction under the Bankruptcy Code.
WAIVER: I give up my rights to require you to do certain things. I will not
require you to:
(1) demand payment of amounts due (presentment);
(2) obtain official certification of nonpayment (protest); or
(3) give notice that amounts due have not been paid (notice of dishonor).
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I waive any defenses I have based on suretyship or impairment of collateral. I
also give up any rights I may have under any valuation an appraisement laws
which apply to me.
OBLIGATIONS INDEPENDENT: I understand that I must pay this note event if
someone else has also agree to pay it (by, for example, signing this form or a
separate guarantee or endorsement). You may sue me alone, or anyone else who
is obligated ton this note, or any number of us together, to collect this note.
You may do so without any notice that it has not been paid (notice of
dishonor). You may without notice release any party to this agreement without
releasing any other party. If you give up any of your rights, with or without
notice, it will not affect my duty to pay this note. Any extension of new
credit to any of us, or renewal of this note by all or less than all of use
will not release me from my duty to pay it. (Of course, you are entitled to
only one payment in full.) I agree that you may at your option extend this
note or the debt represented by this note, or any portion of the note or debt,
from time to time without limit or notice and for any term without affecting my
liability for payment of the note. I will not assign my obligation under this
agreement without your prior written approval.
CREDIT INFORMATION: I agree and authorize you to obtain credit information
about me from time to time (for example, by requesting a credit report) and to
report to others your credit experience with me (such as a credit reporting
agency). I agree to provide you, upon request, any financial statement or
information you may deem necessary. I warrant that the financial statements
and information I provide to you are or will be accurate, correct and complete.
NOTICE: Unless otherwise required by law, any notice to me shall be given by
delivering it or by mailing it by first class mail addressed to me at my last
known address. My current address is on page 1. I agree to inform you in
writing of any change in my address. I will give any notice to you by mailing
it first class to your address stated on page 1 of this agreement, or to any
other address that you have designated.
BORROWER'S INTEREST
DATE OF PRINCIPAL INITIALS PRINCIPAL PRINCIPAL INTEREST INTEREST PAID
TRANSACTION ADVANCE (not PAYMENTS BALANCE RATE PAYMENTS THROUGH
required)
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/ / $ $ $ % $ / /
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