EXHIBIT 10.1
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_______________, Connecticut
Date of this Agreement: __________________
NEWALLIANCE BANK
COMMERCIAL LINE OF CREDIT
NOTE AND LOAN AGREEMENT
I. WHAT
SOME OF THE WORDS MEAN.
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"WE,"
"US", "OUR" and "BANK" mean NewAlliance Bank, 195 Church Street,
New
Haven, Connecticut 06510 and what are called its "SUCCESSORS AND
ASSIGNS."
"YOU,"
"YOUR", "YOURS" and "BORROWER" mean, individually and
collectively,
the following persons and/or entities: CAS MEDICAL SYSTEMS,
INC.
"ACCOUNT"
means the Commercial Line of Credit Account.
"CHECKING
ACCOUNT" means the deposit account which you establish to
facilitate repayment of amounts due and owing under this
Agreement.
"BILLING
CYCLE" means the periodic time intervals for which we analyze
your Account activity. Your Account will generally have monthly
Billing Cycle
intervals.
"GUARANTOR" means, individually and collectively, the persons
and/or
entities who are guaranteeing your obligations under this
Agreement, and
includes the following: N/A
"SECURITY
AGREEMENT" means, individually and collectively, the separate
agreement(s) which provide collateral security for the obligations
of you and/or
a Guarantor, and include the following: UCC-1 FINANCING STATEMENT
ON ALL
BUSINESS ASSETS
II. THE
COMMERCIAL LINE OF CREDIT AND INTEREST THEREON.
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(1) LINE
OF CREDIT. We are establishing a line of credit, pursuant to
which you may obtain advances ("LOAN ADVANCES") up to the maximum
aggregate
principal sum of $5,000,000.00 ("CREDIT LIMIT"). Once borrowed,
Loan Advances
may be repaid and reborrowed, so long as the aggregate principal
amount
outstanding at any one time does not exceed the Credit Limit.
You
promise to repay to us or to our order all of the Loan Advances,
plus
interest, any fees (including Late Charges), and any other amounts
you owe us
hereunder, all in accordance with the terms of this Agreement.
(2)
INTEREST CHARGES; VARIABLE RATE. You agree to pay all interest
which
accrues on outstanding principal balances. Interest will accrue as
follows:
(a) The interest rate on the Account is variable. Your starting
interest rate as of the date of this Agreement is % per annum. Your
interest
rate may change when and as a certain "INDEX" changes. The dates on
which the
interest rate may change are sometimes called "CHANGE DATES".
(b) On each Change Date, your interest rate will be adjusted to
equal
the "INDEX" rate plus 2.25 % percentage point(s). The "INDEX" is
defined as
follows (applicable box is checked):
[n/a] The "INDEX" is the Banks "BASE RATE", which is a rate
designated
as such by the Bank from time to time. It is not necessarily the
best or lowest
interest rate charged by the Bank. If we discontinue the
designation of a Base
Rate, for any reason, we can select, in our sole discretion, a
reasonably
comparable substitute index.
[n/a] The "INDEX" is the "PRIME RATE" as published in the WALL
STREET
JOURNAL, Eastern Edition (the "JOURNAL") under the designation
"MONEY Rates" and
shown as the "PRIME RATE" or "BASE RATE" ON CORPORATE LOANS POSTED
BY AT LEAST
75% OF THE NATION'S THIRTY LARGEST BANKS" or similar wording used
by the Journal
for that index. If more than one rate is used, the Bank will use
the highest. If
this index is no longer available or if the above-described
designations are
changed by the Journal, the Bank can use its reasonable discretion
to select a
comparable substitute index.
(c) To calculate the interest charges for each day, we take the
applicable annual interest rate and divide it {360}. This gives us
a daily
periodic rate, which we then apply to the outstanding principal
balance for each
day. We will continue to charge you interest for as long as
principal is
outstanding under this Agreement, whether before or after the Final
Maturity
Date, whether before or after an Event of Default, and whether or
not judgment
is obtained.
[X]
INTEREST RATE PROVISIONS
LIBOR BASED LOANS
VARIABLE
RATE
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"Applicable Margin" means 2.25% per annum
"Business
Day" means any day, which is neither a Saturday nor Sunday, nor
a legal
holiday on which commercial banks are authorized or required to
be
closed in
New Haven, Connecticut.
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<PAGE>
"Interest
Period" means initially, the period commencing as of the date
of
this Note
and ending on OCTOBER 31, 2006, and thereafter each 30 day
month
period
ending on the first day of the month.
"Payment
Date" means initially, NOVEMBER 1, 2006 and the first (1st) day
of each
month thereafter.
"LIBOR
Rate" means relative to any Interest Period, the ONE MONTH (1)
month
LIBOR rate and which appears in the Wall Street Journal,
Eastern
Edition on
the day on which the Interest Period commences. If the first
day of any
Interest Period is not a Business Day, the LIBOR Rate shall be
determined
in reference to the prior Business Day.
Substitute
Rate. If for any reason the LIBOR Rate is unavailable and/or
the Holder
is unable to determine the LIBOR Rate for any Interest Period,
unless
Borrower delivers an Election Notice electing the Fixed Rate,
the
interest
rate payable hereunder shall be equal to a floating rate as
determined
by Holder in its sole reasonable discretion so as to achieve a
rate that
is reasonably comparable to the LIBOR Rate plus the Applicable
Margin
(any such rate, a "Substitute Rate"). Interest Provisions
During
any period
when the LIBOR Rate is in effect, interest on the outstanding
principal
amount of this Note shall accrue during the Interest Period
applicable
thereto at a rate equal to the sum of the LIBOR Rate for such
Interest
Period plus the Applicable Margin and will be payable on each
Payment
Date.
Increased
Costs. During any period when the LIBOR Rate is in effect, if
on
or after the
date hereof the adoption of any applicable law, rule or
regulation
or guideline (whether or not having the force of law), or any
change
therein, or change in the interpretation or administration
thereof
by any
government authority, central bank or comparable agency charged
with the
interpretation or administration thereof, or compliance by the
Holder
with any request or directive (whether or not having the force
of
law) of
any such authority, central bank or comparable agency:
(a) shall
subject the Holder to any tax, duty or other charge with
respect
to its LIBOR Rate loans or its obligation to make LIBOR Rate loans,
or
shall change the basis of taxation of payments to the Holder of
the
principal of or interest on its LIBOR Rate loans or any other
amounts
due under this agreement in respect of its LIBOR Rate loans or
its
obligation to make LIBOR Rate loans (except for the introduction
of,
or change in the rate of, tax on the overall net income of the
Holder
or franchise taxes, imposed by the jurisdiction (or any
political
subdivision or taxing authority thereof) under the laws of which
the
Holder is organized or in which the Holder's principal
executive
office is located); or
(b) shall
impose, modify or deem applicable any reserve, special deposit
or similar requirement (including, without limitation any such
requirement imposed by the Board of Governors of the Federal
Reserve
System of the United States) against assets of, deposits with or
for
the account of, or credit extended by, the Holder or shall impose
on
the Holder or on the London interbank market any other
condition
affecting its LIBOR Rate loans or its obligation to make LIBOR
Rate
loans; and the result of any of the foregoing is to increase the
cost
to the Holder of making or maintaining any LIBOR Rate loan, or
to
reduce the amount of any sum received or receivable by the
Holder
under this Note with respect thereto, by an amount deemed by
the
Holder to be material, then, within 15 days after demand by the
Holder, the Borrower shall pay to the Holder such additional amount
or
amounts as will compensate the Holder for such increased cost
or
reduction.
INTEREST
RATE APPLICABLE TO ADDITIONAL ADVANCE
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If the
Additional Advance is made while the interest rate under this
Note
is a LIBOR
Rate, then the interest rate on the Additional Advance shall be
the LIBOR
Rate plus the applicable Margin in effect for the Initial
Advance
until the expiration of the then current Interest Rate Period,
at
which time
the interest rate for the entire principal balance of this Note
shall be
determined pursuant to the terms of this Note.
III. REPAYMENT
TERMS.
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(1) ON DEMAND. The
outstanding principal balance hereunder together with
interest and other charges and fees shall be payable or before the
date payment
is demanded by the Bank. YOU UNDERSTAND AND AGREE THAT PAYMENT CAN
BE DEMANDED
AT ANY TIME. IN ADDITION, YOU UNDERSTAND AND AGREE THAT ALL AMOUNTS
OWED BY YOU
HEREUNDER, IF NOT SOONER DEMANDED AND/OR PAID, SHALL BE DEEMED TO
HAVE BEEN
AUTOMATICALLY DEMANDED AND SHALL BE DUE AND PAYABLE ON MAY 1, 2008.
(the "FINAL
MATURITY DATE").
(2)
MINIMUM MONTHLY PAYMENT. Each month, commencing NOVEMBER 1, 2006
you
will pay the interest which has accrued on the unpaid principal
balances. When
interest has accrued, payments of interest will be due and payable
on the first
day of each Billing Cycle ("MINIMUM PAYMENT").
(3) LATE
CHARGES. If we do not receive the full amount of your Minimum
Payment within fifteen calendar days from and including the date it
is due, we
may charge you a late charge ("LATE CHARGE") equal to the greater
of $25 or 5%
of the unpaid part of your Minimum Payment(s) (including any unpaid
Minimum
Payments from prior Billing Cycles). This Late Charge is due and
payable on the
date it is assessed.
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<PAGE>
[X] (4)
AUTOMATIC PAYMENT FROM CHECKING ACCOUNT. If the box at the
beginning
of this paragraph is checked, you authorize us to take payments due
under this
Agreement directly from the deposit account which you establish to
facilitate
repayment of amounts due and owing under this Agreement #
571-01-8415 (the
"CHECKING ACCOUNT"). This includes the monthly payments, Late
Charges, if any,
amounts demanded pursuant to this Agreement, and any fees and
expenses otherwise
imposed under this Agreement.
You agree
that you will deposit and maintain sufficient funds on balance
in the Checking Account to ensure that all such payments can be
made on the
dates they are due from fully collected and "AVAILABLE" funds. If
sufficient
funds are not available to make all or part of the payment when
due, we can, at
our option, continue to look to the Checking Account after the due
date to see
if adequate funds have become available. If adequate funds have
become
available, we can then, at our option, take all or part of the
payment from the
Checking Account. If and when we take this action, it will not
prejudice our
ability to impose a Late Charge, if applicable, demand
