Exhibit 10.02
REPLACEMENT SECURED PROMISSORY NOTE
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| $8,000,000.00 |
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Phoenix, Arizona
June 27, 2007 |
1. FOR VALUE RECEIVED,
MATRIXX INITIATIVES, INC., a Delaware corporation (“
Matrixx ”), and ZICAM, LLC, an Arizona limited
liability company (“ Zicam ”, together with
Matrixx, the “ Makers ”), jointly and severally
promise to pay to the order of COMERICA BANK, a Michigan banking
corporation (“ Payee ”), on or before the
Revolving Loans Maturity Date, the principal sum of EIGHT MILLION
AND NO/100 DOLLARS ($8,000,000.00), or such lesser sum as shall
equal the aggregate outstanding principal amount of the Revolving
Loans made by Payee to Makers pursuant to the Agreement (as defined
below).
2. Makers promise to make
principal reduction payments on the outstanding principal balance
hereof in the amounts and on the dates specified in the Agreement.
Makers further promise to pay interest from the date of this
Replacement Secured Promissory Note (this “ Note
”), in like money, on the aggregate outstanding principal
amount hereof at the rates and on the dates provided in the
Agreement. All computations of interest shall be in accordance with
the provisions of the Agreement.
3. Makers hereby authorize Payee
to record in its books and records the date and amount of each
Loan, and of each payment of principal made by Makers, and Makers
agree that all such notations shall, in the absence of manifest
error, be conclusive as to the matters so noted; provided,
however, any failure by Payee to make such notation with
respect to any Loan or payment thereof shall not limit or otherwise
affect Makers’ obligations under the Agreement or this
Note.
4. Upon the occurrence and
during the continuance of an Event of Default, in addition to and
not in substitution of any of Payee’s other rights and
remedies with respect to such Event of Default, the entire unpaid
principal balance of the Loans shall bear interest at the Base
Lending Rate plus three hundred (300) basis points. In
addition, interest, Expenses, the Fees, and other amounts due
hereunder not paid when due shall bear interest at the Base Lending
Rate plus three hundred (300) basis points until such overdue
payment is paid in full.
5. If any payment due hereunder,
whether for principal, interest, or otherwise, is not paid on or
before the tenth (10 th ) day after the date such
payment is due, in addition to and not in substitution of any of
Payee’s other rights and remedies with respect to such
nonpayment, Makers shall pay to Payee, a late payment fee (“
Late Payment Fee ”) equal to five percent (5%) of the
amount of such overdue payment. The Late Payment Fee shall be due
and payable on the eleventh (11 th ) day after the
due date of the overdue payment with respect thereto.
6. Makers shall make all
payments hereunder in lawful money of the United States of America
and in immediately available funds to Payee at Payee’s office
located at Phelps Dodge Tower, 1 North Central Avenue,
Suite 1000, Phoenix, Arizona 85004-4469, Attention:
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