Exhibit 10.2
EXHIBIT D
TO CREDIT AGREEMENT
REVOLVING CREDIT NOTE
$35,000,000
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, on the Maturity Date in
lawful money of the United States of America and in immediately available
funds, the principal amount of (a) THIRTY-FIVE MILLION DOLLARS
($35,000,000), or, if less, (b) the aggregate unpaid principal amount of
all Revolving Loans made by the Lender pursuant to the Credit Agreement
(referred to below). 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 Revolving 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 Revolving Loans.
This Note is the Revolving Credit 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 REVOLVING CREDIT NOTE
APPLICABLE MARGINS
Base Rate Loans - minus three-quarters of one percent (0.75%)
LIBOR Loans - plus one and one-half percent (1.50%); 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 forty
one-hundredths percent (1.40%)
SCHEDULE 2
TO REVOLVING CREDIT NOTE
LOANS, CONVERSIONS AND PAYMENTS 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 REVOLVING CREDIT 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
