DIAMETRICS MEDICAL, INC. Amendment and Restatement of 7% Convertible Senior Secured Fixed Rate Notes and Related Transactions April 7, 2003Note Purchase Agreement • April 27th, 2004 • Bay City Capital Management LLC • Electromedical & electrotherapeutic apparatus • Minnesota
THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”) is made and entered as of April 7, 2003, by and between DIAMETRICS MEDICAL, INC., a Minnesota corporation (the “Company”), BCC ACQUISITION II LLC, a Delaware limited liability company (“BCC”), GERALD L. COHN REVOCABLE TRUST (“Cohn Trust”), HANNAH S. AND SAMUEL A. COHN MEMORIAL FOUNDATION (“Cohn Foundation”), and AEOW 96, LLC (“AEOW”; BCC, Cohn Trust, Cohn Foundation and AEOW may be referred to herein collectively as the “Purchasers” and individually and without distinction as a “Purchaser”).
LIMITED WAIVER AND AMENDMENTBay City Capital Management LLC • April 27th, 2004 • Electromedical & electrotherapeutic apparatus • Minnesota
Reference is made to (i) the Note Purchase Agreement, dated as of August 4,1998 (as amended by that First Amendment to Note Purchase Agreement, dated as of April 7, 2003, and further amended by that Second Amendment and Limited Waiver to Note Purchase Agreement, dated as of August 13, 2003, the “NPA; capitalized terms used herein without definition shall be used as defined in the NPA), among Diametrics Medical, Inc. (the “Company”) and the noteholders parties thereto (the “Noteholders”), and (ii) the Convertible Senior Secured Fixed Rate Notes due August 4, 2005 of the Company issued to the Noteholders pursuant to the NPA, as amended by that certain Allonge to First Amended and Restated Convertible Senior Secured Fixed Rate Notes dated August 13, 2003 (the “Notes”), and (iii) the Stock Purchase Warrants of the Company dated April 7, 2003 issued to the Noteholders (the “First Amendment Warrants”).
DIAMETRICS MEDICAL, INC. FIRST AMENDED AND RESTATED CONVERTIBLE SENIOR SECURED FIXED RATE NOTE DUE AUGUST 4, 2005 üBay City Capital Management LLC • April 27th, 2004 • Electromedical & electrotherapeutic apparatus • Minnesota
This is one of a duly authorized issue of Notes of the Company, originally issued pursuant to a certain Note Purchase Agreement dated August 4, 1998 by the Company and the signatories thereto, as amended by that certain First Amendment to Note Purchase Agreement dated as of April 7, 2003 (as heretofore or hereafter amended, the “Note Purchase Agreement”) and is entitled to the benefit of the Note Purchase Agreement, and each holder of this Note, by acceptance hereof, agrees to be bound by the provisions of the Note Purchase Agreement. The Note Purchase Agreement sets forth, among other things, certain covenants of the Company and Events of Default and rights and remedies related thereto.
