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EXHIBIT 10.30
REVOLVING LOAN AGREEMENT
This Agreement is effective as of February 1, 1997, by and between
JAYCOR, INC., a California corporation and JAYCOR NETWORKS, INC., a Delaware
corporation, with reference to the following facts:
A. From time to time, either party may borrow sums of money from the
other in the ordinary course of business.
B. The parties desire to enter into this Agreement to provide for such
borrowings and evidence the obligation to repay the same.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Advances. With the mutual consent of the borrowing party and
the lending party, each of the parties may borrow and/or lend to the other
parties such sums as may be requested from time to time in the ordinary course
of business. All such advances shall be on such commercially reasonable terms as
are agreed upon by the parties borrowing and lending such sums. Amounts borrowed
from time to time may be repaid and reborrowed at any time.
2. Evidence of Advances. All advances shall be evidenced on the
books and records of the lending party, which shall be presumptive evidence of
each such advance in the amount outstanding. Each such repayment shall likewise
be evidenced on the books and records of such party.
3. Interest Rate. Unless otherwise agreed to, any advance shall
bear interest at a floating rate equal to the weighted average cost of capital
of the lending party or any other such mutually agreeable index.
4. Payments. Unless otherwise agreed to, advances shall be repaid
upon demand, and if no demand is made, within ten (10) years of the date of such
advance.
5. Defaults and Remedies. Upon default in payments or performance
under this Agreement or pursuant to any other agreement with respect to such
advances, if the advancing party so elects (notice of election being expressly
waived), all principal remaining unpaid to such advancing party by the
defaulting party, together with any accrued interest thereon, and all other sums
due hereunder or under any other agreement between said advancing party and said
borrowing party, shall at once become due and payable. No delay or omission of
the advancing party in exercising any right or power arising in connection with
any event of default shall be construed as a waiver or as an acquiescence
therein, nor shall any single or partial exercise thereof preclude any further
exercise thereof. The advancing party, may at its sole option, waive any of the
conditions herein and no waiver shall be deemed to be a waiver of the advancing
party's rights, but rather shall be deemed to have been made in pursuance of
this
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Agreement and not in modification thereof. No waiver of any event of default
shall be construed to be a waiver of or acquiescence in or consent to any
preceding or subsequent event of default.
6. Notice. Unless otherwise provided in this Agreement, all
notices or demands by any party relating to this Agreement shall be in writing.
7. Waivers of Notice. Each borrowing party waives notice of
acceptance hereof, notice of the existence, creation or acquisition of any of
the obligations; notice of an event of default; notice of the amount of the
obligations outstanding at any time; notice of intent to accelerate; notice of
acceleration; notice of any adverse change in the financial condition of any
other borrowing party or of any other fact that might increase the borrowing
party's risk; presentment for payment; demand; protest and notice thereof as to
any instrument; default; and all other notices and demands to which the
borrowing party would otherwise be entitled.
8. Successors and Assigns. This Agreement shall bind and inure to
the benefit of the respective successors and permitted assigns of each of the
parties; provided, however, that neither this Agreement nor any rights hereunder
may be assigned by any party without each other party's prior written consent,
which consent may be granted or withheld in each party's sole discretion. This
Agreement is made solely for the benefit of the parties hereto and no for any
other party.
9. Time of Essence. Time is of the essence for the performance of
all obligations set forth in this Agreement.
10. Amendments in Writing. This Agreement may be amended or
terminated only pursuant to a writing executed by all of the parties.
11. Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of California,
without giving effect to any choice of law or conflict of law provision of rule
(whether in the State of California or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
California.
12. Counterparts. This Agreement may be executed in any number of
counterparts and by different parties on separate counterparts, each of which,
when executed and delivered, shall be deemed to be an original, and all of
which, when taken together, shall constitute but one and the same Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date set forth above.
BY: /s/ XXXX X. XXXXXX 4/20/98
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TITLE: President and CEO
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JAYCOR, INC., a California corporation
BY: /s/ XXXXX X. XXXXXXXX
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TITLE: President
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JAYCOR NETWORKS, INC.,
a Delaware corporation
