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EXHIBIT 10.17
REVOLVING LINE OF CREDIT NOTE
$1,500,000.00 Palo Alto, California
October 15,2004
FOR VALUE RECEIVED, the undersigned MICRUS CORPORATION
("Borrower")
promises to pay to the order of WELLS FARGO BANK, NATIONAL
ASSOCIATION ("Bank")
at its office at Peninsula RCBO, 400 Hamilton Avenue, Palo Alto,
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 One Million Five Hundred Thousand Dollars ($1,500,000.00), 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,or 3 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 a principal amount less than One Hundred
Thousand Dollars
($100,000.00); 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:
LIBOR = Base LIBOR
-------------------------------
100% - LIBOR Reserve Percentage
(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.
(ii) "LIBOR Reserve Percentage" means the reserve percentage
prescribed by
the Board of Governors of the Federal Reserve System (or any
successor) for
"Eurocurrency
-1-
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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 equal to the Prime Rate in effect from
time to time,
or (ii) at a fixed rate per annum determined by Bank to be two
and three
quarters percent (2.75%) 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
it's 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 ra
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