Exhibit 10.40
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, 2008
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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 San Diego Regional
Commercial Banking Office, 401 B Street, Suite 2201, San Diego,
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 Seven Million
Five Hundred Thousand Dollars ($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.
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) “Daily One Month
LIBOR” means, for any day, the rate of interest equal to
LIBOR then in effect for delivery for a one (1) month
period.
(c) “Fixed Rate Term”
means a period commencing on a Business Day and continuing for one
(1), three (3) or six (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 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.
(d) “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
(A) for the purpose of calculating effective rates of interest
for loans making reference to LIBOR, 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, or (B) for the purpose of
calculating effective rates of interest for loans making reference
to the
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Daily One Month LIBOR Rate, as the
Inter-Bank Market Offered Rate in effect from time to time for
delivery of funds for one (1) month in amounts approximately
equal to the principal amount of such loans. 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 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 term of this Note.
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 determined by Bank
to be two and three-quarters percent (2.75%) above the Daily
One Month LIBOR Rate in effect from time to time, or (ii) at a
fixed rate per annum determined by Bank to be two and one-half
percent (2.50%) above LIBOR in effect on the first day of the
applicable Fixed Rate Term. When interest is determined in relation
to the Daily One Month LIBOR Rate, each change in the interest rate
shall become effective each Business Day that the Bank determines
that the Daily One Month LIBOR Rate has changed. Bank is hereby
authorized to note the date, principal amount and interest rate
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 for a Fixed Rate Term, 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 Daily One Month LIBOR 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 Daily One
Month LIBOR Rate, Borrower may at any time 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 an
interest rate determined in relation to the Daily One Month LIBOR
Rate or a Fixed Rate Term 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 for a
Fixed Rate Term, 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 for a Fixed Rate Term, (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 applicable fixed rate. If no specific designation of
interest is made at the time
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any advance is requested hereunder or at the end
of any Fixed Rate Term, Borrower shall be deemed to have made a
Daily One Month LIBOR Rate interest selection for such advance or
the principal amount to which such Fixed Rate Term
applied.
(c) Taxes and Regulatory
Costs . Borrower shall pay to Bank immediately upon demand, in
addition to any other amounts due or to become due hereunder, any
and all (i) withholdings, interest equalization taxes, stamp
taxes or other taxes (except income and franchise taxes) imposed by
any domestic or foreign governmental authority and related in any
manner to LIBOR, and (ii) future, supplemental, emergency or
other changes in the LIBOR Reserve Percentage, assessment rates
imposed by the Federal Deposit Insurance Corporation, or similar
requirements or costs imposed by any domestic or foreign
governmental authority or resulting from compliance by Bank
with