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
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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:
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Contract Rate
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130% of the Fixed Conversion
Price
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Prime Rate
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150% of the Fixed Conversion
Price
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Prime Rate minus
0.75%
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175% of the Fixed Conversion
Price
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Prime Rate minus
2.00%
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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
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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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