EXHIBIT (b)(2)
NOTE EXTENSION AGREEMENT
THIS NOTE EXTENSION AGREEMENT, dated as of the 31 day of August, 2001,
is by and between ATRION CORPORATION, a Delaware corporation ("Atrion"), ATRION
MEDICAL PRODUCTS, INC., an Alabama corporation ("AMI"), XXXXXX-XXXXXXX
CORPORATION, a Florida corporation ("Xxxxxx-Xxxxxxx"), QUEST MEDICAL, INC., a
Texas corporation ("Quest"), ALATENN PIPELINE, INC., an Alabama Corporation
("AlaTenn"), ATRION LEASING COMPANY, INC., an Alabama corporation ("ALI"), and
ATRION INTERNATIONAL, INC., a U.S. Virgin Islands corporation ("AII")
(individually, a "Borrower," and collectively, the "Borrowers") and SOUTHTRUST
BANK, an Alabama banking corporation (f/k/a SouthTrust Bank, National
Association) (herein "Lender").
R E C I T A L S:
A. Borrowers are presently indebted to the Lender pursuant to
Borrowers' Line of Credit Promissory Note dated November 12, 1999, in the
original stated principal amount of $18,500,000 (together with all
modifications, renewals, or extensions thereof, collective the "Note"). The Note
is secured by that certain Loan and Security Agreement dated November 12, 1999
(the "Loan and Security Agreement").
B. The outstanding principal balance of the Note and all accrued and
unpaid interests thereon is due and payable on November 12, 2002. Borrowers have
requested that the Lender extend the maturity date of the Note to November 12,
2004, and the Lender has so agreed.
NOW, THEREFORE, in consideration of the foregoing recitals, Ten Dollars
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. The Note is hereby amended to extend the maturity date thereof from
November 12, 2002 to November 12, 2004, by deleting the words and figures,
"November 12, 2002," wherever the same shall appear, and by inserting in lieu
thereof the words and figures "November 12, 2004."
2. Lender shall attach an executed copy of this Agreement to the Note,
and all references hereinafter shall be to the note, as amended hereby. Lender
is authorized to type upon the Note the following:
This Note has been amended by Note Extension Agreement dated as of
August 31, 2001, entered into by and between SouthTrust Bank and Atrion
Corporation, Atrion Medical Products, Inc., Xxxxxx-Xxxxxxx Corporation,
Quest Medical, Inc., AlaTenn Pipeline Company, Inc., Atrion Leasing
Company, Inc., and Atrion International, Inc., copy of which Agreement
is attached hereto and made a part hereof.
3. No right of Lender with respect to the loan evidenced by the Note,
or any agreement, security agreement, financing statements, or other agreements
or documents required, executed, and/or delivered in connection therewith are or
will be in any manner released, destroyed, diminished or otherwise adversely
affected by this Agreement except as expressly provided herein.
4. Except as hereby expressly modified and amended, the terms and
conditions of the Note shall remain in full force and effect, and the Note, as
so amended, is hereby ratified and affirmed. Borrowers acknowledge that they
have no defenses or setoffs with respect to their obligations under the Note, as
amended hereby. From and after the date hereof, all references to the Note
contained in any of the loan documents, now or hereafter evidencing, securing,
or relating to the Note, shall be deemed to refer to the Note as amended hereby.
5. This Agreement shall inure to the benefit of and be binding upon the
parties hereto, and their respective heirs, successors and assigns. This
Agreement may be executed in multiple counterparts, each of which, when taken
together, shall constitute one and the same original document.
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IN WITNESS WHEREOF, the undersigned Borrowers and Lender have caused
this instrument to be properly executed on this the 31 day of August, 2001.
BORROWERS:
ATRION CORPORATION,
a Delaware corporation
BY:/s/ Xxxxxxx Xxxxxxxxxx
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Its: VP & CEO
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ATRION MEDICAL PRODUCTS, INC.,
an Alabama corporation
BY:/s/ Xxxxxxx Xxxxxxxxxx
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Its: Vice President
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XXXXXX-XXXXXXX CORPORATION,
a Florida corporation
BY:/s/ Xxxxxxx Xxxxxxxxxx
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Its: Vice President
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QUEST MEDICAL, INC.
a Texas corporation
BY:/s/ Xxxxxxx Xxxxxxxxxx
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Its: Senior Vice President
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ALATENN PIPELINE COMPANY, INC.,
an Alabama corporation
BY:/s/ Xxxxxxx Xxxxxxxxxx
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Its: Vice President
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ATRION LEASING COMPANY, INC.
an Alabama corporation
BY:/s/ Xxxxxxx Xxxxxxxxxx
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Its: Vice President
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ATRION INTERNATIONAL, INC.,
a U.S. Virgin Islands corporation
BY:/s/ Xxxxxxx Xxxxxxxxxx
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Its: Secretary
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LENDER:
SOUTHTRUST BANK,
an Alabama corporation
BY:/s/ Xxxxxx X. Xxxxx
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Its Senior Vice President
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