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Convertible Loan and Security Agreement

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Title:

Convertible Loan and Security Agreement

Entities:

Lifepoint, Inc.; Nasdaq Stock Market Inc.

Date:

2002

Size:

Preview shows 5KB of 95KB total

Price:

$43

ID:

#928789

► Loans ► Loan & Security ► Convertible Loan & Security Agreements
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► Healthcare ► Medical Equipment & Supplies

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CONVERTIBLE LOAN AND SECURITY AGREEMENT

This Convertible Loan and Security Agreement (the "Loan Agreement") is made as of November 12, 2002 (the "Effective Date"), by and between LifePoint, Inc., a Delaware corporation, having a principal place of business at 1205 South Dupont Street, Ontario, California 91761 ("Borrower"), and General Conference Corporation of Seventh-day Adventists, a District of Columbia corporation having a principal place of business at 12501 Old Columbia Pike, Silver Spring, Maryland 20904 ("Lender").

Recitals

Whereas, Borrower and Lender have agreed to enter into this Loan Agreement pursuant to which Borrower may obtain credit from Lender, subject to the terms and conditions stated herein, for amounts up to the Loan Commitment; and

Whereas, Lender is willing to provide such credit to and in favor of Borrower, subject to the terms and conditions of this Loan Agreement.

Now, Therefore, in consideration of the foregoing recitals and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

Agreement

Section 1. Definitions

1.1 Defined Terms. As used in this Loan Agreement, the following terms shall have the following respective meanings:

"Advance" means the amount advanced under the loan made, or to be made, pursuant to Section 2 of this Loan Agreement.

"Borrowing Date" means any date on which an Advance occurs.

"Borrowing Request" shall have the meaning set forth in Section 2.2.

"Business Day" means any day, other than a Saturday, Sunday, or federal holiday.

"Common Stock" means Borrower's common stock, par value $0.001 per share.

"Contingent Obligation" means, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; but "Contingent Obligation" does not include endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under the guarantee or other support arrangement.

"Convertible Securities" means preferred stock or other stock, options, warrants, purchase rights or other securities convertible into or exchangeable for, shares of Common Stock.

"Copyrights" means all of the following now owned or hereafter acquired or created (as a work for hire for the benefit of Borrower) by Borrower or in which Borrower now holds or hereafter acquires or receives any right or interest, in whole or in part: (a) all copyrights, whether registered or unregistered, held pursuant to the laws of the United States, any state thereof, or any other country; (b) registrations, applications, recordings and proceedings in the United States Copyright Office or in any similar office or agency of the United States, any state thereof, or any other country; (c) any continuations, renewals or extensions thereof; (d) any registrations to be issued in any pending applications, and shall include any right or interest in and to work protectable by any of the foregoing which are presently, or in the future, owned, created or authorized (as a work for hire for the benefit of Borrower) or acquired by Borrower, in whole or in part; (e) prior versions of works covered by copyright and all works based upon, derived from or incorporating such works; (f) income, royalties, damages, claims and payments now and hereafter due and/or payable with respect to copyrights, including, without limitation, damages, claims and recoveries for past, present or future infringement; (g) rights to sue for past, present and future infringements of any copyright; and (h) any other rights corresponding to any of the foregoing rights throughout the world.