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EXHIBIT 10.64
THIS PREPAYMENT AGREEMENT is made on June 30, 1998
BETWEEN
(1) INNOVATIVE TECHNOLOGIES GROUP PLC (No. 2867684), a company incorporated
in England and Wales, whose registered office is at Road Three,
Xxxxxxxx Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx XX0 0XX ("the Maker");
and
(2) POLYMEDICA CORPORATION, a Massachusetts corporation, whose principal
place of business is at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000,
XXX ("the Holder").
WHEREAS:
(A) On 18 July 1997 the Maker issued to the Holder a promissory note ("the
Promissory Note") for the principal amount of four million US Dollars
(US$4,000,000) bearing interest as provided by the terms of the
Promissory Note.
(B) In accordance with Section VI (G) of the Promissory Note, the parties
have agreed that the Maker shall prepay the Promissory Note, at an
agreed discounted rate, on the terms and subject to the conditions set
out below.
1 PREPAYMENT
1.1 Subject to and on or about July 7, 1998, or such other day as
the parties shall in writing agree, being referred to as "the
Completion Date," the Maker shall pay to the Holder the sum of
one million six hundred thousand US Dollars (US$1,600,000)
("the Prepayment Amount") in full and final settlement of all
amounts (whether of principal or interest) which are now or
may hereafter become payable by the Maker under the terms of
the Promissory Note.
The Holder warrants to the Maker that it is legal and
beneficial owner of the Promissory Note, that it has not
pledged, assigned, granted a security interest in or otherwise
encumbered the Promissory Note, that no other third party
rights exist in respect of the Promissory Note, it possesses
the original Promissory Note and that it is entitled to enter
into and perform the provisions of this Prepayment Agreement.
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2 COMPLETION
2.1 Completion of the parties' obligations hereunder shall take
place at the offices of the Maker or such other place as the
parties may in writing agree on the Completion Date whereupon:
(a) the Maker shall pay the Prepayment Amount by
electronic funds transfer to a bank account
identified by the Holder to the Maker; and
(b) the Holder shall deliver to the Maker the original
Promissory Note marked "Satisfied in Full."
2.2 Payment by the Maker to the Holder of the Prepayment Amount
shall constitute an absolute discharge in favour of the Maker
of all liabilities, obligations, amounts, interest, costs,
claims and expenses whatsoever and whensoever arising on its
part or against it under the terms of the Promissory Note.
3 GOVERNING LAW
This Prepayment Agreement may be signed in separate counterparts in the
same form. It shall be governed by and construed in accordance with the
internal laws (and not the choice of law rules) of the Commonwealth of
Massachusetts.
IN WITNESS WHEREOF this Prepayment Agreement has been duly executed and
delivered as an instrument under seal as of the date first above written.
SIGNED by )
Xxxxx Xxxxxx Chellingsworth ) /s/ D. R. Chellingsworth
duly authorised for and on behalf of ) ----------------------------
INNOVATIVE TECHNOLOGIES )
GROUP plc in the presence of: )
Xxx X. Xxxxxxxx ) /s/ Xxx X. Xxxxxxxx
Solicitor, Xxxxx & Co. ) ----------------------------
POLYMEDICA CORPORATION
BY: /s/ Xxxxxx X. Xxx
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NAME: Xxxxxx X. Xxx
TITLE: Chairman and Chief Executive Officer
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