Revolving Loan Agreement (2001)Full Document 

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                            REVOLVING LOAN AGREEMENT



                                 BY AND BETWEEN

                         SCIENTIFIC LEARNING CORPORATION

                                (THE "BORROWER")

                                       AND

                               FLEET NATIONAL BANK

                                  (THE "BANK")

                                   DATED AS OF

                                  MARCH 9, 2001

                                TABLE OF CONTENTS



                                                                       
SECTION  1.  DEFINITIONS:....................................................1
SECTION  2.  REVOLVING CREDIT FACILITY.......................................5
SECTION  3.  INTEREST; LATE FEE..............................................7
SECTION  4.  CONVERSION OPTIONS..............................................7
SECTION  5.  INABILITY TO DETERMINE LIBOR RATE...............................8
SECTION  6.  INDEMNITY.......................................................8
SECTION  7.  ILLEGALITY......................................................9
SECTION  8.  ADDITIONAL COSTS, ETC...........................................10
SECTION  9.  CHANGES IN CIRCUMSTANCES........................................11
SECTION 10.  FEES AND PAYMENTS...............................................11
SECTION 11.  REPRESENTATIONS AND WARRANTIES..................................12
SECTION 12.  CONDITIONS PRECEDENT............................................13
SECTION 13.  COVENANTS.......................................................14
SECTION 15.  SETOFF..........................................................17
SECTION 16.  MISCELLANEOUS...................................................17
SECTION 17.  JURY WAIVER.....................................................18
SECTION 18.  PREJUDGMENT REMEDY WAIVER.......................................19
SECTION 19.  ASSIGNMENT; PARTICIPATION.......................................19
SECTION 20.  CONFIDENTIALITY.................................................20
SECTION 21.  USURY...........................................................21
REVOLVING LOAN AGREEMENT This REVOLVING LOAN AGREEMENT (this "LOAN AGREEMENT") is made as of March 9, 2001, by and between SCIENTIFIC LEARNING CORPORATION, a Delaware corporation (the "BORROWER"), having its principal place of business at 1995 University Avenue, Suite 400, Berkeley, California 94704 and, FLEET NATIONAL BANK (the "BANK"), a national banking association with an office at 157 Church Street, New Haven, Connecticut 06510. SECTION 1. DEFINITIONS: Certain capitalized terms are defined below: AFFILIATE: Any Person that would be considered to be an affiliate of Warburg Pincus under Rule 144(a) of the Rules and Regulations of the Securities and Exchange Commission as in effect on the Closing Date, if Warburg Pincus were issuing securities. BASE RATE: The variable per annum rate of interest so designated from time to time by the Bank as its prime rate. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate being charted to any customer. Changes in the rate of interest resulting from changes in the Prime Rate shall take place immediately without notice or demand of any kind. BASE RATE LOANS: Loans bearing interest calculated by reference to the Base Rate. BUSINESS DAY: Any day on which banks in New Haven, Connecticut are open for business generally. CHARTER DOCUMENTS: With respect to any Person, the certificate or articles of incorporation or organization and the by-laws of such Person, or other constitutive documents of such entity. CHASE LETTER OF CREDIT: That certain letter of credit issued on or before the Closing Date by Chase Manhattan Bank USA, N.A. for the account of the Guarantor and for the benefit of the Bank in the amount of $15,000,000.00 and in form and substance satisfactory to the Bank. CLOSING DATE: March 9, 2001. COMMITMENT: The obligation of the Bank to make Loans to the Borrower up to an aggregate outstanding principal amount not to exceed $15,000,000, as such amount may be reduced from time to time or terminated pursuant hereto. -2- CONSENT: In respect of any Person, any permit, license or exemption from, approval, consent of, registration or filing with any local, state or federal
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