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EXHIBIT 10.17.6
XXXXX FARGO BANK REVOLVING LINE OF CREDIT NOTE
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$3,000,000.00 Oakland, California
November 30,1999
FOR VALUE RECEIVED, the undersigned CHOLIESTECH CORPORATION ('Borrower')
promises to pay to the order of XXXXX FARGO BANK, NATIONAL ASSOCIATION ("Bank')
at its office at East Say RCSO, Xxx Xxxxxx Xxxxx Xxxxx XXX, Xxxxxxx, XX 00000,
or at such other place as the holder hereof may designate, in lawful money of
the United States of America and in immediately available funds, the principal
sum of $3,000,000.00, or so much thereof as may be advanced and be outstanding,
with interest thereon, to be computed on each advance from the date of its
disbursement as set forth herein.
INTEREST:
(a) Interest. The outstanding principal balance of this Note shall bear
interest (computed on the basis of a 360-day year, actual days elapsed)
at a rate per annum equal to the Prime Rate in effect from time to time.
The 'Prime Rate' is a base rate that Bank from time to time establishes
and which serves as the basis upon which effective rates of interest are
calculated for those loans making reference thereto. Each change in the
rate of interest hereunder shall become effective on the date each Prime
Rate change is announced within Bank.
(b) Payment of Interest. Interest accrued on this Note shall be payable
on the 30th day of each month, commencing December 30,1999.
(c) Default Interest. From and after the maturity date of this Note, or
such earlier date as all principal owing hereunder becomes due and
payable by acceleration or otherwise, the outstanding principal balance
of this Note shall bear interest until paid in full at an increased rate
per annum (computed on the basis of a 360-day year, actual days elapsed)
equal to 4% above the rate of interest from time to time applicable to
this Note.
(d) Collection of Payments. Xxxxxxxx authorizes Bank to collect all
interest due hereunder by charging Xxxxxxxx's demand deposit account
number 4187-516166 with Bank, or any other demand deposit account
maintained by any Borrower with Bank, for the full amount thereof.
Should there be insufficient funds in any such demand deposit account to
pay all such sums when due, the full amount of such deficiency shall be
immediately due and payable by Borrower.
BORROWING AND REPAYMENT:
(a) Borrowing and Repayment. Borrower may from time to time during the
term of this Note borrow, partially or wholly repay its outstanding
borrowings, and reborrow, subject to all of the limitations, terms and
conditions of this Note and of any document executed in connection with
or governing this Note; provided however, that the total outstanding
borrowings under this Note shall not at any time exceed the principal
amount stated above. The unpaid principal balance of this obligation at
any time shall be the total amounts advanced hereunder by the holder
hereof less the amount of principal payments made hereon by or for any
Borrower, which balance may be endorsed hereon from time to time by the
holder. The outstanding principal balance of this Note shall be due and
payable in full on November 30, 2000.
(b) Advances. Advances hereunder, to the total amount of the principal
sum available hereunder, may be made by the holder at the oral or
written request of (i) Xxxxxx Xxxxxxxx or Xxxxxx Xxxxxx, any one acting
alone, who are authorized to request advances and direct the disposition
of any advances until written notice of the revocation of such authority
is received by the holder at the office designated above, or (ii) any
person, with respect to advances deposited to the credit of any account
of any Borrower with the holder, which advances, when so deposited,
shall be conclusively presumed to have been made to or for the benefit
of each Borrower regardless
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of the fact that persons other than those authorized to request advances
may have authority to draw against such account. The holder shall have
no obligation to determine whether any person requesting an advance is
or has been authorized by any Borrower.
(c) Application of Payments. Each payment made on this Note shall be
credited first, to any interest then due and second, to the outstanding
principal balance hereof.
EVENTS OF DEFAULT:
The occurrence of any of the following shall constitute an 'Event of Default'
under this Note:
(a) The failure to pay any principal, interest, fees or other charges when due
hereunder or under any contract, instrument or document executed in connection
with this Note.
(b) The filing of a petition by or against any Borrower, any guarantor of this
Note or any general partner or joint venturer in any Borrower which is a
partnership or a joint venture (with each such guarantor, general partner and/or
joint venturer referred to herein as a 'Third Party Obligor') under any
provisions of the Bankruptcy Reform Act. Title 11 of the United States Code, as
amended or recodified from time to time, or under any similar or other law
relating to bankruptcy, insolvency, reorganization or other relief for debtors;
the, appointment of a receiver, trustee, custodian or liquidator of or for any
part of the assets or property of any Borrower or Third Party Obligor; any
Borrower or Third Party Obligor becomes insolvent, makes a general assignment
for the benefit of creditors or is generally not paying its debts as they become
due; or any attachment or like levy on any property of any Borrower or Third
Party Obligor.
(c) The death or incapacity of any individual Borrower or Third Party Obligor,
or the dissolution or liquidation of any Borrower or Third Party Obligor which
is a corporation, partnership, joint venture or other type of entity.
(d) Any default in the payment or performance of any obligation, or any defined
event of default, under any provisions of any contract, instrument or document
pursuant to which any Borrower or Third Party Obligor has incurred any
obligation for borrowed money, any purchase obligation, of any other liability
of any kind to any person or entity, including the holder.
(e) Any financial statement provided by any Borrower or Third Party Obligor to
Bank proves to be incorrect, false or misleading in any material respect.
(f) Any sale or transfer of all or a substantial or material part of the assets
of any Borrower or Third Party Obligor other than in the ordinary course of its
business.
(g) Any violation or breach of any provision of, or any defined event of default
under, any addendum to this Note or any loan agreement, guaranty, security
agreement, deed of trust, mortgage or other document executed in connection with
or securing this Note.
MISCELLANEOUS:
(a) Remedies. Upon the occurrence of any Event of Default, the holder of this
Note, at the holder's option, may declare all sums of principal and interest
outstanding hereunder or to be immediately due and payable without presentment,
demand, notice of nonperformance, notice of protest, protest of notice of
dishonor, all of which are expressly waived by each Borrower, and the
obligation, if any, of the holder to extend any further credit hereunder shall
immediately cease and terminate. Each Borrower shall pay to the holder
immediately upon demand the full amount of all payments, advances, charges,
costs and expenses, including reasonable attorneys' fees (to include outside
counsel fees and of allocated costs of the holder's in-house counsel), expanded
or incurred by the holder in connection with the enforcement of the holder's
rights and/or the collection of any amounts which become due to the harder under
this Note, and the prosecution or defense of any action in any way related to
this Note, including without limitation, any
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action for declaratory relief, whether incurred at the trial or appellate level,
in an arbitration proceeding or otherwise, and including any of the foregoing
incurred in connection with any bankruptcy proceeding including without
limitation, any adversary proceeding, contested matter or motion brought by Bank
or any other person) relating to any Sot-rower or any other person or entity.
(b) Obligations Joint and Several. Should more than one person or entity sign
this Note as a Borrower, the obligations of each such Borrower shall be joint
and several.
(c) Governing Law. This Note shall be governed by and construed in accordance
with the laws of the state of California.
IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first
written above.
CHOLESTECH CORPORATION
By: /s/ XXXXXX XXXXXXXX
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Xxxxxx Xxxxxxxx, President
