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Exhibit
10.41
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WELLS
FARGO |
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REVOLVING LINE OF CREDIT NOTE |
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| $7,500,000.00 |
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San Diego, California |
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November 1, 2007 |
FOR VALUE RECEIVED, the undersigned
Natural Alternatives International, Inc.
(“Borrower”) promises to pay to the order of WELLS
FARGO BANK, NATIONAL ASSOCIATION (“Bank”) at its office
at San Diego RCBO, 401 B Street, Suite #2201, San Diego, CA
92101, 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
$7,500,000.00 , 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.
1. 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:
1.1 “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.
1.2 “Fixed Rate Term” means
a period commencing on a Business Day and continuing for 1, 2,
3, 6 or 12 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 $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.
1.3 “LIBOR” means the rate
per annum (rounded upward, if necessary, to the nearest whole 1/8
of 1%) determined by dividing Base LIBOR by a percentage equal to
100% less any LIBOR Reserve Percentage.
(a) “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
(b) “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.
1.4 “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.
2. INTEREST:
2.1 Interest . The outstanding
principal balance of this Note shall bear interest (computed on the
basis of a 360 -day year, actual days elapsed) either
(a) at a fluctuating rate per annum equal to the Prime
Rate in effect from time to time, or (b) at a fixed rate per
annum determined by Bank to be 1,75000% 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 option selected 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.
2.2 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: (a) the interest rate option selected
by Borrower; (b) the principal amount subject thereto; and
(c) 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, (i) if requested by Bank,
Borrower provides to Bank written confirmation thereof not later
than 3 Business Days after such notice is given, and (ii) 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
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