EXHIBIT 10.2
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SECOND AMENDED AND RESTATED REVOLVING LINE OF CREDIT NOTE
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$3,000,000.00 Monrovia, California
March 26, 2003
FOR VALUE RECEIVED, the undersigned, STAAR SURGICAL COMPANY, a Delaware
corporation ("Borrower"), promises to pay to the order of ▇▇▇▇▇ FARGO BANK,
NATIONAL ASSOCIATION, a national banking association ("Bank"), at its office
at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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 amount of
three million dollars ($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 and actual days
elapsed) at a rate per annum equal at all times to the sum of the Prime Rate
(as defined in the Credit Agreement referred to below) in effect from time to
time plus 5.00%.
(b) Payment of Interest. Interest accrued on this Note shall be
payable on the first business day of each calendar month, commencing on April
1, 2003.
(c) Default Interest. Upon the occurrence and during the
continuation of any Event of Default (as defined in the Credit Agreement
referred to below), 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 and actual days elapsed) equal to four percent (4%)
above the rate of interest from time to time otherwise applicable to this
Note.
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 the Second Amended and Restated Credit
Agreement dated as of March 26, 2003 (as it may be amended, restated or
otherwise modified from time to time, the "Credit Agreement") between
Borrower and Bank and any other 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 Note at any time shall be the
total amount advanced hereunder by the holder hereof less the amount of
principal payments made hereon by or for 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 March 31, 2004.
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(b) Advances. Advances hereunder, to the total amount of the
principal amount stated above, may be made by the holder at the oral or
written request of (i) those persons who are authorized from time to time by
▇▇▇▇▇▇▇▇ (as evidenced by such documents as Bank may require) 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 deposit account of ▇▇▇▇▇▇▇▇, which advances, when so
deposited, shall be conclusively presumed to have been made to or for the
benefit of Borrower regardless 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 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.
CREDIT AGREEMENT:
This Note is made pursuant to, and is subject to the terms and
conditions of, the Credit Agreement.
MISCELLANEOUS:
(a) Remedies. Upon the occurrence of any Event of Default, the
holder of this Note, at the holder's option, may declare all amounts of
principal and interest outstanding hereunder to be immediately due and
payable, without presentment, demand, notice of nonperformance, notice of
protest, protest or notice of dishonor, all of which are expressly waived by
▇▇▇▇▇▇▇▇, and the obligation, if any, of the holder to extend any further
credit hereunder shall immediately cease and terminate. Borrower shall pay
to the holder, immediately upon demand, the full amount of all payments,
advances, charges, costs and expenses, including, without limitation,
reasonable attorneys' fees (to include, without limitation, outside counsel
fees and all allocated costs of the holder's in-house counsel), expended 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 holder
under this Note, and the prosecution or defense of any action in any way
related to this Note, including, without limitation, any action for
declaratory relief, whether incurred at the trial or appellate level, in an
arbitration proceeding or otherwise, and including, without limitation, 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 Borrower 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.
(d) Amendment and Restatement. This Note amends and restates the
Amended and Restated Revolving Line of Credit Note dated July 31, 2002 made
by Borrower in favor of Bank.
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IN WITNESS WHEREOF, the undersigned has executed this Note as of the
date first written above.
STAAR SURGICAL COMPANY
By:
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Name:
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Title:
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