Attached files
| file | filename |
|---|---|
| 8-K - CarePayment Technologies, Inc. | v171992_8k.htm |
| EX-10.2 - CarePayment Technologies, Inc. | v171992_ex10-2.htm |
| EX-10.3 - CarePayment Technologies, Inc. | v171992_ex10-3.htm |
Exhibit
10.1
PROMISSORY
NOTE
(Revolving
Line of Credit)
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BORROWER:
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microHelix,
Inc.
5300
Meadows Road, Suite 400
Lake
Oswego, Oregon 97209
Telephone:
(503) 419-3500
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LENDER:
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Aequitas
Commercial Finance, LLC
5300
Meadows Road, Suite 400
Lake
Oswego, Oregon 97209
Telephone:
(503) 419-3500
|
|
Principal
Amount: $500,000.00
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Interest
Rate: 8.0%
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Date
of Note: January 15, 2010
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1. PROMISE TO
PAY. microHelix, Inc. (“Borrower”) promises to pay to
the order of Aequitas
Commercial Finance, LLC (“Lender”) in lawful money of
the United States of America, the principal amount of Five Hundred Thousand
Dollars ($500,000.00), or such amounts as are actually advanced to Borrower by
Lender, together with interest on the unpaid principal balance from the date of
disbursement until paid in full. Borrower will pay Lender at Lender’s
address shown above or at such other place as Lender may designate in
writing.
2. PURPOSE. This
revolving credit facility is to be used by Borrower solely for working capital
purposes in connection with Borrower’s business, including the business
conducted by Borrower’s subsidiary, WS Technologies LLC.
3. ADVANCES;
RESTRICTIONS. The outstanding balance of advances made under
this Note may fluctuate from time to time, to be increased by future advances
which may be made by Lender and to be decreased by repayments made by
Borrower. Borrower acknowledges and agrees that Lender is under no
obligation to make any advance hereunder and any advances shall be in Lender’s
sole and absolute discretion. All or any part of the advances made by
Lender hereunder may be applied at Lender’s discretion in full or partial
payment for any Participation purchased by Lender.
4. INTEREST
RATE. Interest shall be calculated on the basis of a 365-day
year and actual days elapsed and shall accrue on the unpaid balance of this Note
at the rate of eight percent (8%) per annum. NOTICE: Under no
circumstances will the interest rate on this Note be more than the maximum rate
allowed by applicable law.
5. PAYMENT. Borrower
will pay this Loan and Note as follows: The outstanding principal
balance and all accrued and unpaid interest shall be due and payable on or
before March 31, 2010 (the “Maturity Date”); provided,
however, that after the occurrence of an Event of Default, the outstanding
principal and all accrued interest shall be payable on demand. In
addition, the outstanding principal balance and all accrued and unpaid interest
shall be due and payable in the event of (1) a sale of all or substantially all
of the assets of Borrower or WS Technologies LLC, or (2) the transfer of
ownership or beneficial interest, by merger or otherwise, of 50% or more of the
stock of Borrower or 25% or more of the membership interests of WS Technologies
LLC.
6. APPLICATION OF
PAYMENTS. Unless otherwise agreed or required by applicable
law, payments will be applied first to expenses for which Borrower is liable
hereunder (including unpaid collection costs and late charges, if any), next to
accrued and unpaid interest, and the balance to principal.
7. PREPAYMENT. All or
any portion of this Note may be prepaid at any time. Early payments
will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s
obligation to continue to make payments under the payment schedule; early
payments will reduce the outstanding principal balance due. Borrower
agrees not to send Lender payments marked “paid in full”, “without recourse”, or
similar language. If Borrower sends such payment, Lender may accept
it without losing any of Lender’s rights under this Note, and Borrower will
remain obligated to pay any further amount owed to Lender. All
written communications concerning disputed amounts, including any check or other
payment instrument that indicates that payment constitutes “payment in full” of
the amount owed or that is tendered with other conditions or limitations or as
full satisfaction of any disputed amount must be mailed or delivered to Lender
at the address above.
8. INTEREST AFTER
DEFAULT. Upon default, including failure to pay all amounts
due upon final maturity of this Note, Lender may, at its option without notice
to Borrower and if permitted by applicable law, increase the interest rate of
this Note by 5.00 percentage points (500 basis points).
9. DEFAULT. Each of
the following shall constitute an event of default (“Event of Default”) under this
Note:
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(a)
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Payment
Default. Borrower fails to make any payment due under
this Note within 10 days after notice from
Lender.
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Page 1 of
3 – PROMISSORY NOTE
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(b)
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Other
Defaults. Borrower fails to comply with or to perform
any other term, obligation, covenant or condition contained in this Note
or in any security agreement related to this Note or to comply with or to
perform any term, obligation, covenant or condition contained in any other
agreement between Lender and Borrower. If any failure, other
than a failure to pay money or to comply with financial covenants or ratio
requirements, is curable and if Borrower has not been given a notice of a
similar breach within the preceding 12 months, it may be cured (and no
Event of Default will have occurred) if Borrower, after delivery of
written notice from Lender demanding cure of such failure: (a) cures the
failure within 15 days; or (b) if the cure requires more than 15 days,
immediately initiates steps sufficient to cure the failure and thereafter
continues and completes all reasonable and necessary steps sufficient to
produce compliance within 60 days after notice is
sent.
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(c)
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Default in Favor of Third
Parties. Borrower defaults under any loan, extension of
credit, security agreement, purchase or sale agreement, or any other
agreement in favor of any other creditor or person that may materially
affect any of Borrower’s property or Borrower’s ability to repay this Note
or perform Borrower’s obligations under this Note or any related
documents.
|
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(d)
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False
Statements. Any warranty, representation or statement
made or furnished to Lender by Borrower or on Borrower’s behalf under this
Note or related documents is false or misleading in any material respect,
either now or at the time made or furnished or becomes false or misleading
at any time thereafter.
|
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(e)
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Dissolution, Insolvency,
Etc. The dissolution of Borrower (regardless of whether
election to continue is made), or any other termination of Borrower’s
existence as a going business, the insolvency of Borrower, the appointment
of a receiver for any part of Borrower’s property, any assignment for the
benefit of creditors, any type of creditor workout, or the commencement of
any proceeding under any bankruptcy or insolvency laws by or against
Borrower.
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|
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(f)
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Creditor or Forfeiture
Proceedings. Commencement of foreclosure or forfeiture
proceedings, whether by judicial proceeding, self-help, repossession or
any other method, by any creditor of Borrower or by any governmental
agency against any collateral securing the
Loan.
|
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(g)
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Adverse
Change. A material adverse change occurs in Borrower’s
financial condition, or Lender reasonably believes the prospect of payment
performance of this Note has been
impaired.
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10. LENDER RIGHTS. Upon
default, Lender may declare the entire unpaid principal balance of this Note and
all unpaid interest and other amounts outstanding immediately due, and Borrower
will pay that amount.
11. ATTORNEYS’ FEES;
EXPENSES. Lender may hire or pay someone else to help collect
this Note if Borrower does not pay. Borrower will pay Lender that
amount. This includes, subject to any limits under applicable law,
Lender’s reasonable attorneys’ fees and legal expenses, whether or not there is
a lawsuit, including without limitation attorneys’ fees and expenses incurred by
Lender at trial, on appeal and in any arbitration or bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or
injunction). If not prohibited by applicable law, Borrower also will
pay any court costs, in addition to all other sums provided by law.
12. ASSIGNMENTS. Borrower
acknowledges that Lender may sell and assign its interest in the Note,
the payments due thereunder and all related documents, in whole or in
part, or sell participations therein, to an assignee (the “Assignee”) which may
be represented by a bank or trust company acting as a trustee of such
Assignee. BORROWER ACKNOWLEDGES THAT ANY ASSIGNMENT OR TRANSFER BY
LENDER OR ANY ASSIGNEE SHALL NOT MATERIALLY CHANGE BORROWER’S OBLIGATIONS UNDER
THE ASSIGNED NOTE. Any Assignee shall be entitled to enforce all the
rights so assigned but be under no obligation to Borrower to perform any of
Lender’s obligations under the assigned Note, the sole remedy of Borrower being
against Lender with Borrower’s right against Lender being unaffected except as
provided herein. Borrower agrees that upon notice of assignment of
this Note, it shall pay directly to the Assignee, unconditionally, all amounts
which become due hereunder. Borrower specifically covenants and
agrees that it will not assert against any Assignee any claims by way of
abatement, defense, set-off, counterclaim, recoupment or otherwise which
Borrower may have against Lender or any third party, and BORROWER SHALL NOT
ASSERT AGAINST SUCH ASSIGNEE IN ANY ACTION FOR NOTE PAYMENTS OR OTHER MONEYS
PAYABLE HEREUNDER ANY DEFENSE EXCEPT THE DEFENSE OF PAYMENT TO SUCH
ASSIGNEE. Upon Lender’s request, Borrower will acknowledge to any
Assignee receipt of Lender’s notice of assignment.
13. JURY WAIVER. LENDER
AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE
OTHER.
14. GOVERNING LAW. This
Note will be governed by, construed and enforced in accordance with the laws of
the Stat e of Oregon. This Note has been accepted by Lender in the
State of Oregon.
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3 – PROMISSORY NOTE
15. CHOICE OF VENUE. If
there is a lawsuit, Borrower agrees upon Lender’s request to submit to the
jurisdiction of the courts located in Portland, Oregon and waives any objections
that such venue is an inconvenient forum.
16. COLLATERAL. Borrower
acknowledges this Note is secured by the Collateral described in the Security
Agreement of even date herewith executed by Borrower and WS Technologies
LLC.
17. LINE OF
CREDIT. This Note evidences a revolving line of
credit. Advances under this Note may be requested by Borrower either
orally or in writing and Lender will use its commercially reasonable efforts to
make requested advances within two (2) business days following a properly
submitted advance request. Lender may, but need not, require that all
oral requests be confirmed in writing. All communications,
instructions or directions by telephone or otherwise to Lender are to be
directed to Lender’s office shown above. The following persons
currently are authorized, except as provided in this paragraph, to request
advances and authorize payments under the line of credit until Lender receives
from Borrower, at Lender’s address shown above, written notice of revocation of
their authority: Any
officer of Borrower. Advances may be requested by any one (1)
authorized person. Borrower agrees to be liable for all sums either
(i) advanced in accordance with the instructions of an authorized person or (ii)
credited to any of Borrower’s accounts with Lender, regardless of the fact that
persons other than those authorized to borrow have authority to draw against the
accounts. The unpaid principal balance owing on this Note at any time
may be evidenced by endorsements on this Note or by Lender’s internal records,
including daily computer print-outs.
18. SUCCESSOR
INTERESTS. The terms of this Note shall be binding upon
Borrower and Borrower’s heirs, personal representatives, successors and assigns,
and shall inure to the benefit of Lender and its successors and
assigns.
19. GENERAL
PROVISIONS. Lender may delay or forego enforcing any of its
rights or remedies under this Note without losing them. Borrower and
any other person who signs, guarantees or endorses this Note, to the extent
allowed by law, waive presentment, demand for payment and notice of
dishonor. Upon any change in the terms of this Note, and unless
otherwise expressly stated in writing, no party who signs this Note, whether as
maker, guarantor, accommodation maker or endorser, shall be released from
liability. All such parties agree that Lender may renew or extend
(repeatedly and for any length of time) this loan or release any party or
guarantor or collateral; or impair, fail to realize upon or perfect Lender’s
security interest in the Collateral and take any other action deemed necessary
by Lender without the consent of or notice to anyone. All such
parties also agree that Lender may modify this loan without the consent of or
notice to anyone other than the party with whom the modification is
made. If there is more than one Borrower, the obligations of each
Borrower under this Note are joint and several.
UNDER
OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDER AFTER
OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS MUST BE IN WRITING,
EXPRESS CONSIDERATION AND BE SIGNED BY LENDER TO BE ENFORCEABLE.
PRIOR
TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS
NOTE. BORROWER AGREES TO THE TERMS OF THIS NOTE.
BORROWER:
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microHELIX,
INC.
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By:
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/s/
Thomas A. Sidley
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Thomas
A. Sidley, President
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3 – PROMISSORY NOTE