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SECURED REVOLVING NOTE

Revolving Credit Agreement

SECURED REVOLVING NOTE

 
 | Document Parties: LAURUS MASTER FUND, LTD | MICRO COMPONENT TECHNOLOGY, INC You are currently viewing:
This Revolving Credit Agreement involves

LAURUS MASTER FUND, LTD | MICRO COMPONENT TECHNOLOGY, INC

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Title: SECURED REVOLVING NOTE
Governing Law: New York     Date: 3/19/2004
Industry: Scientific and Technical Instr.     Sector: Technology

SECURED REVOLVING NOTE

 
, Parties: laurus master fund  ltd , micro component technology  inc
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EXHIBIT 10CC

 

 

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.  THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATES SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MICRO COMPONENT TECHNOLOGY, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

 

SECURED REVOLVING NOTE

 

FOR VALUE RECEIVED, MICRO COMPONENT TECHNOLOGY, INC., a Minnesota corporation (the “Borrower”), promises to pay to LAURUS MASTER FUND, LTD., c/o Ironshore Corporate Services Ltd., P.O. Box 1234 G.T., Queensgate House, South Church Street, Grand Cayman, Cayman Islands, Fax: 345-949-9877 (the “Holder”) or its registered assigns, on order, the sum of TWO MILLION TWO HUNDRED FIFTY THOUSAND ($2,250,000) without duplication of any amounts owing by Borrower to Holder under the Minimum Borrowing Notes (as defined in the Security Agreement referred to below), or, if different, the aggregate principal amount of all “Loans” (as such term is defined in the Security Agreement referred to below), together with any accrued and unpaid interest hereon, on March 9, 2007 (the “Maturity Date”).

 

Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Security Agreement between Borrower and the Holder dated as of March 8, 2004 (as amended, modified and supplemented from time to time, the “Security Agreement”).

 

The following terms shall apply to this Note:

 

INTEREST & PREPAYMENTS

 

Interest Rate and Payments .   Subject to Sections 4.3 and 5.7 hereof, interest payable on this Note shall accrue at a rate per annum equal to the “Prime Rate” published in The Wall Street Journal from time to time, plus one and three-quarters percent (1.75%) (the “Contract Rate”).  The Prime Rate shall be increased or decreased as the case may be for each increase or decrease in the Prime Rate in an amount equal to such increase or decrease in the Prime Rate; each change to be effective as of the day of the change in such rate in accordance with the terms of the Security Agreement. Subject to the immediately following sentence, the Contract Rate shall not be less than five and three-quarters percent (5.75%). Commencing six months after the Closing Date, the Contract Rate shall be adjusted as follows: if (i) the Company shall have registered the shares of the Company’s common stock underlying the conversion of

 

10CC-1



 

all currently issued and outstanding Minimum Borrowing Notes and that certain warrant issued to Holder of even date herewith on a registration statement declared effective by the Securities Exchange Commission, and (ii) the volume weighted average price of the Common Stock as reported by Bloomberg, L.P. on the principal market for the Common Stock for the seven (7) trading days immediately preceding an Interest Payment Date (defined below) exceeds the then applicable Fixed Conversion Price (as hereinafter defined) in such percentages as outlined in the table below, the Contract Rate for the succeeding calendar month shall automatically be adjusted as follows:

 

 

 

Contract Rate

130% of the Fixed Conversion Price

 

Prime Rate

150% of the Fixed Conversion Price

 

Prime Rate minus 0.75%

175% of the Fixed Conversion Price

 

Prime Rate minus 2.00%

 

Interest shall be payable monthly in arrears commencing on April 1, 2004 and on the first day of each consecutive calendar month thereafter, (each, an “Interest Payment Date”).

 

1.3            Allocation of Principal to Minimum Borrowing Note .  To the extent that the outstanding balance on Minimum Borrowing Note shall be less than $750,000 (the difference of $750,000 less the actual balance of the Minimum Borrowing Note, the “Available Minimum Borrowing”), such portion of the balance hereof as shall equal the Available Minimum Borrowing shall be deemed to be simultaneously extinguished on the Revolving Note and transferred to, and evidenced by, a subsequent Minimum Borrowing Note.

 

HOLDER’S CONVERSION RIGHTS

 

Optional Conversion . Subject to the terms of this Article II, the Holder shall have the right, but not the obligation, at any time until the Maturity Date, or thereafter during an Event of Default (as defined in Article III), and, subject to the limitations set forth in Section 2.2 hereof, to convert all or any portion of the outstanding Principal Amount and/or accrued interest and fees due and payable into fully paid and nonassessable shares of the Common Stock at the Fixed Conversion Price. For purposes hereof, subject to Section 2.5 hereof, the “Fixed Conversion Price” shall initially be $1.92. The shares of Common Stock to be issued upon such conversion are herein referred to as the “Conversion Shares.”  The Fixed Conversion Price shall also be adjusted from time to time pursuant to Section 2.2 of the Minimum Borrowing Note.

 

Conversion Limitation . Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that (a) would be convertible into that number of Conversion Shares that would exceed the difference between the number of shares of Common Stock beneficially owned by such Holder or issuable upon exercise of warrants held by such Holder and 4.99% of the outstanding shares of Common Stock of the Borrower or (b) exceed twenty five percent (25%) of the aggregate dollar trading volume of the Common Stock for the ten (10) day trading period immediately preceding delivery of a Notice of Conversion to the Borrower.  For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder.  The Conversion Shares limitation described in this Section 2.2 shall automatically become null and void without any notice to Borrower upon the occurrence and during the continuance beyond any applicable grace period of an Event of Default, or upon 75 days prior notice to the Borrower.

 

Mechanics of Holder’s Conversion . (a) In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (“Notice of Conversion”) to the Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being

 

10CC-2



 

converted.  On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) business days after the Conversion Date.  Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”).  A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A.

 

(b)            Pursuant to the terms of the Notice of Conversion, the Borrower will issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) business day of the date of the delivery to Borrower of the Notice of Conversion and shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) business days after receipt by the Borrower of the Notice of Conversion (the “Delivery Date”).  In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Notice of Conversion.  The Holder shall be treated for all purposes as the record holder of such Common Stock, unless the Holder provides the Borrower written instructions to the contrary.

 

(c) The Borrower understands that a delay in the delivery of the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”) in the form required pursuant to this Section 3 beyond the Delivery Date could result in economic loss to the Holder.  In the event that the Borrower fails to direct its transfer agent to deliver the Note Shares to the Holder via the DWAC system within the time frame set forth in Section 2.3(b) above and the Note Shares are not delivered to the Holder by the Delivery Date, as compensation to the Holder for such loss, the Borrower agrees to pay late payments to the Holder for late issuance of the Note Shares in the form required pursuant to this Section 3 upon conversion of the Note in the amount equal to the greater of:  (i) $500 per business day after the Delivery Date; or (ii) the Holder’s actual damages from such delayed delivery. Notwithstanding the foregoing, the Borrower will not owe the Holder any late payments if the delay in the delivery of the Note Shares beyond the Delivery Date is solely out of the control of the Borrower and the Borrower is actively trying to cure the cause of the delay.  The Borrower shall pay any payments incurred under this Section 2.3 in immediately available funds upon demand and, in the case of actual damages, accompanied by reasonable documentation of the amount of such damages.  Such documentation shall show the number of shares of Common Stock the Holder is forced to purchase (in an open market transaction) which the Holder anticipated receiving upon such conversion, and shall be calcula


 
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