1
EXHIBIT 10.2
THIS SECURITY IS NOT BEING REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY
PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE ISSUER THAT
THIS SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY
(1) TO THE COMPANY (AS DEFINED BELOW), (2) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER THAT IS
AWARE THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A OR (3) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT.
HORIZON MEDICAL PRODUCTS, INC.
REVOLVING CREDIT NOTE
$50,000,000 July 1, 2000
HORIZON MEDICAL PRODUCTS, INC., a Georgia corporation (the
"COMPANY"), for value received, promises to pay BANK OF AMERICA, N.A. (the
"LENDER"), or registered assigns, the principal amount of Fifty-Two Million
Dollars ($50,000,000) or the aggregate outstanding principal amount of the
Revolving Credit Loans made by the Lender, whichever is less, on such dates and
in such amounts as set forth in Section 2.05 of the Credit Agreement referred
to below and to pay interest on the aggregate unpaid principal amount hereof on
such dates and at such rates set forth in Section 2.03 of the Credit Agreement
referred to below.
This Note is one of the Revolving Credit Notes referred to in
the Amended and Restated Credit Agreement dated as of May 26, 1998 (as amended,
restated, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT"), among the Company, the lenders referred to therein and
NationsCredit Commercial Corporation, as Agent. The Credit Agreement and the
Security Documents referred to therein contain additional rights of the holder
of, and the security for, this Note. Capitalized terms used but not defined
herein have the meanings assigned thereto in the Credit Agreement.
This Note is issued in replacement and substitution for that certain
Revolving Credit Note dated as of May 26, 1998, issued by the Company in favor
of NationsCredit Commercial Corporation, predecessor-in-interest to the Lender,
in the stated principal amount of $50,000,000
2
(the "PRIOR NOTE"). This Note is not intended nor shall it be construed as a
novation or an accord and satisfaction of the indebtedness evidenced by the
Prior Note.
If an Event of Default shall occur and be continuing, the
unpaid balance of the principal of this Note together with all accrued but
unpaid interest hereon may become or be declared forthwith due and payable in
the manner and with the effect provided in the Credit Agreement.
Each holder hereof is authorized to endorse on the grid
attached hereto, or on a continuation thereof, each Revolving Credit Loan made
by the Lender and each payment and prepayment with respect thereto. Failure of
the Lender or any holder hereof to make any such endorsement shall not affect
the obligations of the Company hereunder or under the Credit Agreement.
This Note also may and must be prepaid as provided in the
Credit Agreement, together with any premiums set forth therein, under the
circumstances therein described.
Payments of principal hereof and interest hereon shall be
made in lawful money of the United States of America.
Presentment, demand, protest and notice of any kind are
hereby waived by the undersigned.
This Note shall be governed by, and construed in accordance
with, the laws of the State of Georgia in all respects, including all matters
of construction, validity and performance, without regard to the choice of law
provisions thereof.
IN WITNESS WHEREOF, the Company has caused this Note to be
duly executed as of the day and year first above written.
HORIZON MEDICAL PRODUCTS, INC.
By:
---------------------------------
Name:
----------------------------
Title:
---------------------------
-2-
3
SCHEDULE A TO REVOLVING CREDIT NOTE
WORKING CAPITAL PRINCIPAL AMOUNT
DATE LOAN/ACQUISITION LOAN OF LOAN PAYMENT OF PRINCIPAL NOTATION MADE
---- --------------------- ---------------- -------------------- -------------
