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EXHIBIT
10.7
REVOLVING LINE OF CREDIT NOTE
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$30,000,000.00
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Los Angeles,
California
December 15, 2007
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FOR VALUE RECEIVED, the undersigned TEKELEC ("Borrower")
promises to pay to the order of WELLS FARGO BANK, NATIONAL
ASSOCIATION ("Bank") at its office at 333 South Grand Avenue, Ste
1200, Los Angeles, CA 90071, California, 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
sum of Thirty Million Dollars ($30,000,000.00), 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.
DEFINITIONS:
As used herein, the following terms shall have the meanings set
forth after each, and any other term defined in this Note shall
have the meaning set forth at the place defined:
(a) "Business Day" means any day except a Saturday, Sunday or
any other day on which commercial banks in California are
authorized or required by law to close.
(b) "Fixed Rate Term" means a period commencing on a Business
Day and continuing for 1, 2, 3 or 6 months, as designated by
Borrower, during which all or a portion of the outstanding
principal balance of this Note bears interest determined in
relation to LIBOR; provided however, that no Fixed Rate Term may be
selected for an advance in a principal amount less than
$1,000,000.00; and provided further, that no Fixed Rate Term shall
extend beyond the scheduled maturity date hereof. If any Fixed Rate
Term would end on a day which is not a Business Day, then such
Fixed Rate Term shall be extended to the next succeeding Business
Day.
(c) "LIBOR" means the rate per annum (rounded upward, if
necessary, to the nearest whole 1/8 of 1%) and determined pursuant
to the following formula:
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LIBOR =
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Base LIBOR
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100% - LIBOR Reserve
Percentage
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(i) "Base LIBOR" means the rate per
annum for United States dollar deposits quoted by Bank as the
Inter-Bank Market Offered Rate, with the understanding that such
rate is quoted by Bank for the purpose of calculating effective
rates of interest for loans making reference thereto, on the first
day of a Fixed Rate Term for delivery of funds on said date for a
period of time approximately equal to the number of days in such
Fixed Rate Term and in an amount approximately equal to the
principal amount to which such Fixed Rate Term applies. Borrower
understands and agrees that Bank may base its quotation of the
Inter-Bank Market Offered Rate upon such offers or other market
indicators of the Inter-Bank Market as Bank in its discretion deems
appropriate including, but not limited to, the rate offered for
U.S. dollar deposits on the London Inter-Bank Market.
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(ii) "LIBOR Reserve Percentage" means the reserve percentage
prescribed by the Board of Governors of the Federal Reserve System
(or any successor) for "Eurocurrency Liabilities" (as defined in
Regulation D of the Federal Reserve Board, as amended), adjusted by
Bank for expected changes in such reserve percentage during the
applicable Fixed Rate Term.
(d) "Prime Rate" means at any time the rate of interest most
recently announced within Bank at its principal office as its Prime
Rate, with the understanding that the Prime Rate is one of Bank's
base rates and serves as the basis upon which effective rates of
interest are calculated for those loans making reference thereto,
and is evidenced by the recording thereof after its announcement in
such internal publication or publications as Bank may
designate.
INTEREST:
(a) Interest . The outstanding principal balance of this
Note shall bear interest (computed on the basis of a 360-day year,
actual days elapsed) either (i) at a fluctuating rate per annum
equal to the Prime Rate in effect from time to time, or (ii) at a
fixed rate per annum determined by Bank to be three-tenths percent
(0.30%) above LIBOR in effect on the first day of the applicable
Fixed Rate Term. When interest is determined in relation to the
Prime Rate, each change in the rate of interest hereunder shall
become effective on the date each Prime Rate change is announced
within Bank. With respect to each LIBOR selection hereunder, Bank
is hereby authorized to note the date, principal amount, interest
rate and Fixed Rate Term applicable thereto and any payments made
thereon on Bank's books and records (either manually or by
electronic entry) and/or on any schedule attached to this Note,
which notations shall be prima facie evidence of the accuracy of
the information noted.
(b) Selection of Interest Rate Options . At any time any
portion of this Note bears interest determined in relation to
LIBOR, it may be continued by Borrower at the end of the Fixed Rate
Term applicable thereto so that all or a portion thereof bears
interest determined in relation to the Prime Rate or to LIBOR for a
new Fixed Rate Term designated by Borrower. At any time any portion
of this Note bears interest determined in relation to the Prime
Rate, Borrower may convert all or a portion thereof so that it
bears interest determined in relation to LIBOR for a Fixed Rate
Term designated by Borrower. At such time as Borrower requests an
advance hereunder or wishes to select a LIBOR option for all or a
portion of the outstanding principal balance hereof, and at the end
of each Fixed Rate Term, Borrower shall give Bank notice
specifying: (i) the interest rate option selected by Borrower;
(ii) the principal amount subject thereto; and (iii) for each
LIBOR selection, the length of the applicable Fixed Rate Term. Any
such notice may be given by telephone (or such other electronic
method as Bank may permit) so long as, with respect to each LIBOR
selection, (A) if requested by Bank, Borrower provides to Bank
written confirmation thereof not later than three (3) Business Days
after such notice is given, and (B) such notice is given to Bank
prior to 10:00 a.m. on the first day of the Fixed Rate Term, or at
a later time during any Business Day if Bank, at its sole option
but without obligation to do so, accepts Borrower's notice and
quotes a fixed rate to Borrower. If Borrower does not immediately
accept a fixed rate when quoted by Bank, the quoted rate shall
expire and any subsequent LIBOR request from Borrower shall be
subject to a redetermination by Bank of the appl
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