EXHIBIT 10.16
WELLS FARGO BANK REVOLVING LINE OF CREDIT NOTE
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$5,000,000.00 Long Beach, California
November 1, 1996
FOR VALUE RECEIVED, the undersigned COASTCAST CORPORATION ("Borrower")
promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION
("Bank") at its office at SOUTH BAY RCBO, 111 WEST OCEAN BLVD SUITE 300, LONG
BEACH, CA 90802, 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 $5,000,000.00, 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.
INTEREST/FEES:
(a) INTEREST. The outstanding principal balance of this Note shall
bear interest (computed on the basis of a 360-day year, actual days elapsed)
at a rate per annum EQUAL TO the Prime Rate in effect from time to time. The
"Prime Rate" is a base rate that Bank from time to time establishes and
which serves as the basis upon which effective rates of interest are
calculated for those loans making reference thereto. Each change in the rate
of interest hereunder shall become effective on the date each Prime Rate
change is announced within Bank.
(b) PAYMENT OF INTEREST. Interest accrued on this Note shall be
payable on the 3RD day of each month, commencing DECEMBER 3, 1996.
(c) DEFAULT INTEREST. From and after the maturity date of this Note,
or such earlier date as all principal owing hereunder becomes due and payable
by acceleration or otherwise, the outstanding principal balance of this Note
shall bear interest until paid in full at an increased rate per annum
(computed on the basis of a 360-day year, actual days elapsed) equal to 4%
above the rate of interest from time to time applicable to this Note.
(d) COLLECTION OF PAYMENTS. Borrower authorizes Bank to collect all
interest due hereunder by charging Borrower's demand deposit account number
4624-071643 with Bank, or any other demand deposit account maintained by any
Borrower with Bank, for the full amount thereof. Should there be insufficient
funds in any such demand deposit account to pay all such sums when due, the
full amount of such deficiency shall be immediately due and payable by
Borrower.
STANDBY LETTER OF CREDIT SUBFEATURE:
(a) LETTER OF CREDIT SUBFEATURE. As a subfeature under this Note, Bank
agrees from time to time during the term hereof to issue standby letters of
credit for the account of Borrower to finance Borrower's insurance deposits
(each, a "Letter of Credit" and collectively, "Letters of Credit"); provided
however, that the form and substance of each Letter of Credit shall be
subject to approval by Bank, in its sole discretion; and provided further,
that the aggregate undrawn amount of all outstanding Letters of Credit shall
not at any time exceed $500,000.00. Each Letter of Credit shall be issued for
a term not to exceed 360 days, as designated by Borrower; provided however,
that no Letter of Credit shall have an expiration date subsequent to the
maturity date of this Note. The undrawn amount of all Letters of Credit shall
be reserved under this Note and shall not be available for borrowings
hereunder. Each Letter of Credit shall be subject to the additional terms and
conditions of the Letter of Credit Agreement and related documents, if any,
required by Bank in connection with the issuance thereof. Each draft paid by
Bank under a Letter of Credit shall be deemed an advance under this Note and
shall be repaid by Borrower in accordance with the terms and conditions of
this Note; provided however, that if advances hereunder are not available,
for any reason, at the time any draft is paid by Bank, then Borrower shall
immediately pay to Bank the full amount of such draft, together with interest
thereon from the date such amount is paid by Bank to the date such amount is
fully repaid by Borrower, at the rate of interest applicable to advances
hereunder. In such event, Borrower agrees that Bank, in its sole discretion,
may debit any demand deposit account maintained by Borrower with Bank for the
amount of any such draft.
(b) LETTER OF CREDIT FEES. Borrower shall pay to Bank (i) fees upon
the issuance of each Letter of Credit equal to 2.000% per annum (computed on
the basis of a 360-day year, actual days elapsed) of the face amount thereof,
and (ii) fees upon the payment by Bank of each draft under any Letter of
Credit and upon the occurrence of any other activity with respect to any
Letter of Credit (including without limitation, the transfer, amendment or
cancellation of any Letter of Credit) determined in accordance with Bank's
standard fees and charges then in effect for such activity.
BORROWING AND REPAYMENT:
(a) USE OF PROCEEDS. Advances under this Note shall be available
solely to finance working capital.
(b) BORROWING AND REPAYMENT. Borrower may from time to time during the
term of this Note borrow, partially or wholly repay its outstanding
borrowings, and reborrow, subject to all of the limitations, terms and
conditions of this Note and of any document executed in connection with, or
at any time as a supplement to, this Note; provided
Revolving Line of Credit Note, Prime Rate: Unsecured (EXPDOCS) (08/96), Page 1
however, that the total outstanding borrowings under this Note shall not at
any time exceed the principal amount stated above; and provided further, that
Borrower shall maintain a zero balance on advances under this Note for a
period of at least 30 consecutive days during each fiscal year. The unpaid
principal balance of this obligation at any time shall be the total amounts
advanced hereunder by the holder hereof less the amount of any principal
payments made hereon by or for any Borrower, which balance may be endorsed
hereon from time to time by the holder. The outstanding principal balance of
this Note shall be due and payable in full on NOVEMBER 3, 1997.
(c) ADVANCES. Advances hereunder, to the total amount of the principal
sum available hereunder, may be made by the holder at the oral or written
request of (i) HANS H. BUEHLER or ROBERT C. BRUNING, any one acting alone,
who are authorized to request advances and direct the disposition of any
advances until written notice of the revocation of such authority is received
by the holder at the office designated above, or (ii) any person, with
respect to advances deposited to the credit of any account of any Borrower
with the holder, which advances, when so deposited, shall be conclusively
presumed to have been made to or for the benefit of each Borrower regardless
of the fact that persons other than those authorized to request advances may
have authority to draw against such account. The holder shall have no
obligation to determine whether any person requesting an advance is or has
been authorized by any Borrower.
EVENTS OF DEFAULT:
Any default in the payment or performance of any obligation under this
Note, or any defined event of default under any loan agreement now or at any
time hereafter in effect between Borrower and Bank (whether executed prior
to, concurrently with or at any time after this Note), shall constitute an
"Event of Default" under this Note.
MISCELLANEOUS:
(a) REMEDIES. Upon the occurrence of any Event of Default, the holder
of this Note, at the holder's option, may declare all sums of principal,
interest, fees and charges outstanding hereunder to be immediately due and
payable without presentment, demand, notice of nonperformance, notice of
protest, protest or notice of dishonor, all of which are expressly waived by
each Borrower, and the obligation, if any, of the holder to extend any
further credit hereunder shall immediately cease and terminate. Each Borrower
shall pay to the holder immediately upon demand the full amount of all
payments, advances, charges, costs and expenses, including reasonable
attorneys' fees (to include outside counsel fees and all allocated costs of
the holder's in-house counsel), expended or incurred by the holder in
connection with the enforcement of the holder's rights and/or the collection
of any amounts which become due to the holder under this Note, and the
prosecution or defense of any action in any way related to this Note,
including without limitation, any action for declaratory relief, whether
incurred at the trial or appellate level, in an arbitration proceeding or
otherwise, and including any of the foregoing incurred in connection with any
bankruptcy proceeding (including without limitation, any adversary
proceeding, contested matter or motion brought by Bank or any other person)
relating to any Borrower or any other person or entity.
(b) OBLIGATIONS JOINT AND SEVERAL. Should more than one person or
entity sign this Note as a Borrower, the obligations of each such Borrower
shall be joint and several.
(c) GOVERNING LAW. This Note shall be governed by and construed in
accordance with the laws of the state of California.
IN WITNESS WHEREOF, the undersigned has executed this Note as of the
date first written above.
COASTCAST CORPORATION
By: /s/ Hans H. Buehler
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HANS H. BUEHLER
CHIEF EXECUTIVE OFFICER