EXHIBIT 10.29
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SECURED PROMISSORY NOTE
REPAYMENT AMOUNT
$105,212 May 22, 2002
Foster City, California
FOR VALUE RECEIVED, SURGICAL LASER TECHNOLOGIES, INC. a Delaware corporation
("BORROWER"), hereby unconditionally promises to pay to the order of RELIANT
TECHNOLOGIES, INC., a Delaware corporation ("LENDER"), in lawful money of the
United States of America and in immediately available funds, the principal sum
of One Hundred Five Thousand Two Hundred Twelve Dollars ($105,212), subject to
adjustment as set forth in Section 1 below (the "LOAN") together with accrued
and unpaid interest thereon, each due and payable in the manner set forth below.
This Promissory Note is executed and delivered in connection with that certain
Security Agreement dated as of even date herewith and executed by Borrower in
favor of Lender (as the same may from time to time be amended, modified or
supplemented or restated, the "SECURITY AGREEMENT"). Additional rights of Lender
are set forth in the Security Agreement. All capitalized terms used herein and
not otherwise defined herein shall have the respective meanings given to them in
the Security Agreement.
1. PRINCIPAL AND INTEREST REPAYMENT. The outstanding principal amount and all
accrued interest of the Loan shall be subject to scheduled amortized repayments
on the dates and in the amounts listed below; provided, however, that the
original principal balance hereof and such repayment schedule is subject to
adjustment: (i) based upon a final count of the actual quantity of tangible
assets transferred and sold to Borrower pursuant to Section 2.3 of that certain
License and Development Agreement dated as of even date herewith between Lender
and Borrower (the "LICENSE AND DEVELOPMENT AGREEMENT), with any such adjustment
to be calculated based on the mean of the "Item Value" set forth on Exhibit B
hereto for the actual quantity so transferred and sold; or (ii) based upon
payment of proceeds from the resale of such tangible assets pursuant to Section
3.1 of the License and Development Agreement. Any such adjusted repayment
schedule shall be set forth in a writing executed by both parties and attached
hereto as Schedule 1.
REPAYMENT DATE REPAYMENT AMOUNT
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July 1, 2002 $9,173.36
August 1, 2002 $9,173.36
September 1, 2002 $9,173.36
October 1, 2002 $9,173.36
November 1, 2002 $9,173.36
December 1, 2002 $9,173.36
January 1, 2003 $9,173.36
February 1, 2003 $9,173.36
March 1, 2003 $9,173.36
April 1, 2003 $9,173.36
May 1, 2003 $9,173.36
June 1, 2003 $9,173.36
2. INTEREST RATE. Borrower promises to pay interest on the outstanding
principal amount hereof, which interest shall be payable at the rate of ten
percent (10%) per annum or the maximum rate permissible by law (which under the
laws of the State of California shall be deemed to be the laws relating to
permissible rates of interest on commercial loans), whichever is less. Interest
shall be due and payable in accordance with the foregoing amortization schedule
and shall be calculated on the basis of a 360-day year for the actual number of
days elapsed.
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Upon the occurrence and during the continuance of an Event of Default
pursuant to Section 6.4 below, all amounts owing hereunder shall bear interest
at eighteen percent (18%) and the schedule of payments shall be reamortized
accordingly.
3. PLACE OF PAYMENT. All amounts payable hereunder shall be payable at the
office of Lender, 1185 Chase Drive, Foster City, CA 94404, unless another place
of payment shall be specified in writing by Lender.
4. APPLICATION OF PAYMENTS; PREPAYMENT. Payment on this Note shall be applied
first to accrued interest and then to outstanding principal as set forth in the
payment schedule in Section 1. Borrower may prepay the principal balance of this
Note at any time without penalty or premium.
5. SECURED NOTE. The full amount of this Note is secured by the Collateral
identified and described as security therefor in the Security Agreement executed
by and delivered by Borrower to Lender.
6. DEFAULT. Each of the following events shall be an "EVENT OF DEFAULT"
hereunder:
6.1 Borrower fails to pay timely any of the principal amount due under
this Note or any accrued interest or other amounts due under this Note
on the date the same becomes due and payable or within ten (10)
business days thereafter;
6.2 Borrower files any petition or action for relief under any bankruptcy,
reorganization, insolvency or moratorium law or any other law for the
relief of, or relating to, debtors, now or hereafter in effect, or
makes any assignment for the benefit of creditors or takes any
corporate action in furtherance of any of the foregoing; or
6.3 An involuntary petition is filed against Borrower (unless such
petition is dismissed or discharged within sixty (60) days) under any
bankruptcy statute now or hereafter in effect, or a custodian,
receiver, trustee, assignee for the benefit of creditors (or other
similar official) is appointed to take possession, custody or control
of any property of Borrower.
6.4 An "Event of Default" under the Security Agreement or a breach of the
License and Development Agreement.
Upon the occurrence of an Event of Default hereunder, all unpaid principal,
accrued interest and other amounts owing hereunder shall, at the option of
Lender, and, in the case of an Event of Default pursuant to (B) or (C) above,
automatically, be immediately due, payable and collectible by Lender pursuant to
applicable law.
7. WAIVER. Borrower waives presentment and demand for payment, notice of
dishonor, protest and notice of protest of this Note, and shall pay all costs of
collection when incurred, including, without limitation, reasonable attorneys'
fees, costs and other expenses.
The right to plead any and all statutes of limitations as a defense to any
demands hereunder is hereby waived to the full extent permitted by law.
8. GOVERNING LAW. This Note shall be governed by, and construed and enforced
in accordance with, the laws of the State of California, excluding conflict of
laws principles that would cause the application of laws of any other
jurisdiction.
9. SUCCESSORS AND ASSIGNS. The provisions of this Note shall inure to the
benefit of and be binding on any successor to Borrower and shall extend to any
holder hereof.
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SURGICAL LASER TECHNOLOGIES, INC.
By: /s/ Michael R. Stewart
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Printed Name: Michael R. Stewart
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Title: President and CEO
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