exv10w48






Exhibit 10.48




REVOLVING LINE OF CREDIT NOTE




			
	 	 	 
	$3,500,000.00
	 	Bloomington, Minnesota

March 24, 2009






     FOR VALUE RECEIVED, the undersigned HEALTH FITNESS CORPORATION (“Borrower”) promises to pay to
the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) at its office at 7900 Xerxes Avenue S,
Bloomington, Minnesota, 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 Three
Million Five Hundred Thousand Dollars ($3,500,000.00), 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.



DEFINITIONS:



     As used herein, the following terms shall have the meanings set forth after each, and any
other term defined in this Note shall have the meaning set forth at the place defined:



     (a) “Business Day” means any day except a Saturday, Sunday or any other day on which
commercial banks in Minnesota are authorized or required by law to close.



     (b) “Daily Three Month LIBOR” means, for any day, the rate of interest equal to LIBOR then in
effect for delivery for a three (3) month period.



     (c) “LIBOR” means the rate per annum (rounded upward, if necessary, to the nearest whole 1/8
of 1%) and determined pursuant to the following formula:



	 	 	 	 	 
	LIBOR =

	 	                              Base LIBOR
	 	 
	 

	 	 	 	 
	 

	 	     100% — LIBOR Reserve Percentage	 	 






          (i) “Base LIBOR” means the rate per annum for United States dollar deposits quoted by Bank as
the Inter-Bank Market Offered Rate, with the understanding that such rate is quoted by Bank for the
purpose of calculating effective rates of interest for loans making reference thereto, for delivery
of funds for three (3) month in an amount equal to the outstanding principal balance of this Note.
Borrower understands and agrees that Bank may base its quotation of the Inter-Bank Market Offered
Rate upon such offers or other market indicators of the Inter-Bank Market as Bank in its discretion
deems appropriate including, but not limited to, the rate offered for U.S. dollar deposits on the
London Inter-Bank Market.




          (ii) “LIBOR Reserve Percentage” means the reserve percentage prescribed by the Board of
Governors of the Federal Reserve System (or any successor) for “Eurocurrency Liabilities” (as
defined in Regulation D of the Federal Reserve Board, as amended), adjusted by Bank for expected
changes in such reserve percentage during the term of this Note.




     INTEREST:



     (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 fluctuating rate per annum
determined by Bank to be two and three quarters percent (2.75%) above Daily Three Month LIBOR in
effect from time to time. Each change in the rate of interest hereunder shall become








-1-









 




effective on
each Business Day a change in Daily Three Month LIBOR is announced within Bank. Bank is hereby
authorized to note the date and interest rate applicable to this Note and any payments made thereon
on Bank’s books and records (either manually or by electronic entry) and/or on any schedule
attached to this Note, which notations shall be prima facie evidence of the accuracy of the
information noted.




     (b) Taxes and Regulatory Costs. Borrower shall pay to Bank immediately upon demand,
in addition to any other amounts due or to become due hereunder, any and all (i) withholdings,
interest equalization taxes, stamp taxes or other taxes (except income and franchise taxes) imposed
by any domestic or foreign governmental authority and related in any manner to LIBOR, and (ii)
future, supplemental, emergency or other changes in the LIBOR Reserve Percentage, assessment rates
imposed by the Federal Deposit Insurance Corporation, or similar requirements or costs imposed by
any domestic or foreign governmental authority or resulting from compliance by Bank with any
request or directive (whether or not having the force of law) from any central bank or other
governmental authority and related in any manner to LIBOR to the extent they are not included in
the calculation of LIBOR. In determining which of the foregoing are attributable to any LIBOR
option available to Borrower hereunder, any reasonable allocation made by Bank among its operations
shall be conclusive and binding upon Borrower.



     (c) Payment of Interest. Interest accrued on this Note shall be payable on the last
day of each month, commencing April 30, 2009.



     (d) 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 four percent
(4%) above the rate of interest from time to time applicable to this Note.



BORROWING AND REPAYMENT:




     (a) 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 governing this Note; provided however, that the total outstanding borrowings under this Note
shall not at any time exceed the principal amount stated above. 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 principal payments made hereon by or for 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 June 30, 2011.



     (b) Advances. Advances hereunder, to the total amount of the principal sum stated
above, may be made by the holder at the oral or written request of (i)                                          or
                                        , 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 deposit account of Borrower, which advances, when so deposited,
shall be conclusively presumed to have been made to or for the benefit of 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



-2-









 




obligation to determine whether any person
requesting an advance is or has been authorized by Borrower.




     (c) Application of Payments. Each payment made on this Note shall be credited first,
to any interest then due and second, to the outstanding principal balance hereof.



EVENTS OF DEFAULT:




     This Note is made pursuant to and is subject to the terms and conditions of that certain
Credit Agreement between Borrower and Bank dated as of August 22, 2003, as amended from time to
time (the “Credit Agreement”). Any default in the payment or performance of any obligation under
this Note, or any defined event of default under the Credit Agreement, 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 and interest 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 Borrower, and the
obligation, if any, of the holder to extend any further credit hereunder shall immediately cease
and terminate. 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 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 Minnesota.



     (d) Replacement Note. This Note is given as a replacement for, and not in
satisfaction of, the Borrower’s original $7,500,000.00 promissory note dated August 22, 2003, and
is the “Note” as defined in the Credit Agreement.



-3-









 





     IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above.



HEALTH FITNESS CORPORATION




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Wesley Winnekins, Chief Financial Officer
	 	 







-4-