MODIFICATION AGREEMENT
First Security Bank, N.A. ("Lender') has extended credit (the "Loan") to Utah
Medical Products, Inc. (individually and collectively "Borrower") pursuant to a
promissory note dated April 4, 1997 the "Note") in the stated principal amount
of $10,000,000.00. The Loan is unsecured.
The Note and any loan agreements, guaranties, subordinations, Collateral
Documents, and other instruments and documents executed in connection therewith,
together with any previous modifications to any of these instruments or
documents, shall be referred to as the "Loan Documents."
Borrower has requested certain modifications to the Loan Documents and Lender is
willing to grant such modifications on the following terms and conditions:
1.Provided that all conditions stated herein are satisfied, the terms of the
Loan Documents are hereby modified as follows:
Modifications to the Terms of the Note:
The maturity date of the Note is extended to March 25, 2000.
The principal amount available under the Note is being changed as follows: The
Note is a revolving line of credit and the maximum permitted outstanding
principal is changed to $12,500,000.00. If the current outstanding principal
balance is greater than this amount, Borrower must pay the loan down to this
amount concurrently with the execution of this Agreement.
This Agreement does not constitute a repayment or extinguishment of the Note,
but only a modification thereof.
Other Modifications to the Loan Documents:
The Loan Documents shall be amended as follows:
Section 5 of the Revolving Loan Agreement dated April 4, 1997 will be
amended as follows:
Subsection 5.1(v) Which requires copies of Guarantor's annual financial
statements will be deleted in its entirety.
Subsection 5.8 Borrower shall maintain at all times minimum annual earnings
before taxes of at least $6,000,000.00, measured quarterly on a rolling
four-quarter basis and calculated in accordance with generally accepted
accounting principles consistently applied.
Subsection 5.9 Borrower shall maintain at all times a minimum tangible net
worth of at least $14,000,000.00, calculated as Borrower's book net worth
minus intangible assets and calculated in accordance with generally
accepted accounting principles consistently applied.
In addition, the following additional covenants will be added to Section 5:
5.11 Borrower's subsidiaries shall not create or suffer to exist any lien
or encumbrance on any of the subsidiaries' assets. Borrower's subsidiaries
shall notify First Security in writing immediately upon receipt of notice
of the imposition of any lien, levy, attachment or execution on any of its
assets. Borrower's subsidiaries shell cause such liens or other process not
permitted by this Section to be satisfied immediately. First Security may
discharge such unpermitted liens and encumbrances, and any such amounts
shall become part of the Obligations, shall be repaid to First Security on
demand, and shall accrue interest as set forth in the Note.
5.12 Borrower's subsidiaries shall not transfer, sell, pledge or otherwise
dispose of or convey any right, title or interest in or to any material
portion of its assets other than in the ordinary course of business,
without the prior written consent of First Security.
5.13 Borrower's subsidiaries shall not incur any interest bearing debt
other than the Obligations hereunder, other obligations owed to First
Security, or overdrafts related to demand deposit accounts maintained in
Ireland.
2. As preconditions to the terms of this Agreement, Borrower shall complete or
provide the following:
Borrower shall pay or shall have paid all reasonable fees, costs, and
expenses, of whatever kind or nature, incurred by Lender in connection with
this Agreement, including but not limited to attorneys fees, lien search fees,
title reports and policies, and recording and filing fees.
Columbia Medical, Inc. agrees to become a Guarantor on the Note by executing a
Commercial Guaranty of even date herewith.
Utah Medical Products Ltd. will execute a new Commercial Guaranty for the
increased amount of the Loan.
Borrower will execute and provide the attached Year 2000 Compliance (Y2K)
Addendum. Upon execution, said addendum will be added as part of the Loan
Documents.
0.Xx is the intention and agreement of Borrower and Lender that: (i) all
collateral security in which Lender has acquired a security interest or other
lien pursuant to the Loan Documents shall continue to serve as collateral
security for payment and performance of all the obligations of the Borrower
under the Loan Documents, and (ii) all agreements, representations,
warranties, and covenants contained in the Loan Documents are hereby
reaffirmed in full by Borrower except as specifically modified by this
Agreement.
4.Borrower hereby acknowledges that: (i) the Loan Documents are in full force
and effect, as modified by this Agreement, and (ii) by entering into this
Agreement, Lender does not waive any existing default or any default hereafter
occurring or become obligated to waive any condition or obligation under the
Loan Documents.
5.Borrower hereby acknowledges that Borrower has no claim, demand, lawsuit,
cause of action, claim for relief, remedy, or defense against enforcement of
the Loan Documents that could be asserted against Lender, its affiliates,
directors, officers, employees, or agents, whether known or unknown, for acts,
failures to act (whether such act or failure to act is intentional or
negligent), representations, commitments, statements or warranties, including
without limitation any such conduct arising out of or in any way connected
with the Loan Documents. Notwithstanding the foregoing, Borrower hereby
waives, releases, and relinquishes any and all claims, demands, lawsuits,
causes of action, claims for relief, remedies, or defenses against enforcement
of the Loan Documents that could be asserted against Lender, its affiliates,
directors, officers, employees, or agents, whether known or unknown.
0.Xx addition to this Agreement, the Loan Documents, and any additional
documents that this Agreement requires, this finance transaction may include
other written closing documentation such as resolutions, waivers,
certificates, financing statements, filings, statements, closing or escrow
instructions, loan purpose statements, and other documents that Lender may
customarily use in such transactions. Such documents are incorporated herein
by this reference. All the documents to which this paragraph makes reference
express, embody, and supersede any previous understandings, agreements, or
promises (whether oral or written) with respect to this finance transaction,
and represent the final expression of the agreement between Lender and
Borrower, the terms and conditions of which cannot hereafter be contradicted
by any oral understanding (if any) not reduced to writing and identified
above.
FINAL AGREEMENT. Borrower understands that the loan documents signed in
connection with this loan are the final expression of the agreement between
Lender and Borrower and may not be contradicted by evidence of any alleged oral
agreement.
Effective as of October 15, 1998.
LENDER:
First Security Bank. NA.
By: /s/ Xxxxxx X. Xxxxxx
Authorized Officer
BORROWER:
Utah Medical Products, Inc.
By: /s/ Xxxxx X. Xxxxxxxx
President
AFFIRMATION OF GUARANTORS, GRANTORS, AND SUBORDINATORS
Each of the following Guarantors, Grantors, Subordinators, and other parties to
the Loan Documents hereby acknowledges and consents to the foregoing
Modification Agreement and affirms and restates each of their respective
liabilities, obligations, and agreements set forth in the Loan Documents. In
addition, the following specifically agree to continuing their respective
guaranties and subordinations as to any increase in the principal amount of the
Loan and specifically agree that the Collateral Documents secure any increase in
the principal amount of the Loan. Each of the following also hereby give the
same assurances, representations, waivers, releases, and relinquishments given
by Borrower in paragraph 5 of the Modification Agreement as if it were restated
as part of this affirmation.
GUARANTOR:
Utah Medical Products Ltd.
By: /s/ Xxxxx X. Xxxxxxxx
President
