RECEIVED, the undersigned ("Borrower") promises to pay to the order of U.
Bank National Association ("Bank") at its office located at 170 South Main
Salt Lake City, Utah 84101 or at such other location as designated by Bank,
lawful money of the United States of America, the principal amount of
Million Dollars ($8,000,000.00),
portion thereof as from time to time may be outstanding, on May 31, 2006
“Maturity Date”), and to also pay interest thereon at said location, in like
money, from the date hereof on the unpaid principal amount hereof until such
amount shall be paid in full.
is the Revolving Promissory Note referred to in a related Loan Agreement
July 3, 2002 as amended (the “Agreement”) and is entitled to the benefits and is
subject to the provisions and definitions thereof. Capitalized terms shall
the meaning given in the Agreement unless defined otherwise in this
on each advance hereunder shall accrue at an annual rate equal to 1.25% plus
one-month LIBOR rate quoted by Bank from Telerate Page 3750 or any successor
thereto, which shall be that one-month LIBOR rate in effect two New York
Days prior to the beginning of each calendar month, adjusted for any reserve
requirement and any subsequent costs arising from a change in government
regulation, such rate to be reset at the beginning of each succeeding month.
term “New York Banking Day” means any day (other than a Saturday or Sunday) on
which commercial banks are open for business in New York, New York. If the
initial advance under this Note occurs other than on the first day of the
the initial one-month LIBOR rate shall be that one-month LIBOR rate in effect
two New York Banking Days prior to the date of the initial advance, which
plus the percentage described above shall be in effect for the remaining
the month of the initial advance; such one-month LIBOR rate to be reset at
beginning of each succeeding month. Bank’s internal records of applicable
interest rates shall be determinative in the absence of manifest
may prepay principal without penalty.
occurrence of an Event of Default, the applicable rate of interest shall
increase by two percent (2%) per annum.
payments of all accrued and unpaid interest shall be due and payable on the
first (1st) day of each month and continuing each month thereafter.
Maturity Date, the entire outstanding principal balance, all remaining accrued
and unpaid interest and all other amounts outstanding under this Note shall
due and payable in full.
actual interest to be charged under this Note shall be calculated on a year
three hundred sixty (360) days on a daily basis for the actual number of
the unpaid principal balance hereof is outstanding.
payment on this Note becomes due and payable on a Saturday, Sunday or legal
holiday under the laws of the State of Utah, the payment date shall be extended
to the next succeeding business day and interest hereon shall be payable
then applicable rate during such extension.
payments received by Bank may be applied to amounts due under this Note,
Agreement and all related documents in such order as Bank may
occurrence of an Event of Default, it shall be optional with the holder of
Note to declare the entire principal and interest sum hereof due and payable
full, and proceedings may at once be instituted for the enforcement and
collection of the same by law.
agrees to pay all reasonable attorneys' fees and other expenses incurred
in the enforcement of any of its rights hereunder whether the default is
ultimately cured or whether Bank is obligated to pursue its legal remedies,
including such expenses incurred prior to the institution of legal action,
during the pendency of such legal action, during any bankruptcy or insolvency
proceeding and continuing to include all such expenses incurred in connection
with any appeal to higher courts arising out of legal proceedings to enforce
Borrower's obligations hereunder.
makers, sureties, guarantors and endorsers of this Note jointly and severally
waive presentment for payment, protest, notice of protest and of nonpayment
this Note. Borrower agrees that failure of Bank or any holder of this Note
exercise its rights hereunder shall not constitute a waiver of the right
exercise the same in the event of a later default.
shall be construed according to the laws of the State of Utah.
replaces and amends by substitution all prior promissory notes executed in
connection with the Agreement.
Medical Products, Inc.,