EXHIBIT (b)(4)
SECOND AMENDMENT TO LINE OF CREDIT PROMISSORY NOTE
THIS SECOND AMENDMENT TO LINE OF CREDIT PROMISSORY NOTE (this
"Agreement"), dated as of December 26, 2001, is between and among 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 COMPANY, LLC, an Alabama limited liability company
(successor by conversion to AlaTenn Pipeline Company, Inc. an Alabama
corporation) ("AlaTenn"), ATRION LEASING COMPANY, LLC, an Alabama limited
liability company (successor by conversion to 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 (successor by
conversion to SouthTrust Bank, National Association, a national banking
association)(the "Lender"').
RECITALS:
Borrowers and Lender are parties to that certain Loan and Security
Agreement dated November 12, 1999 (the "Loan Agreement"), pursuant to which the
Lender established a Credit Facility for the Borrowers' benefit in the maximum
principal sum of Eighteen Million Five Hundred Thousand Dollars ($18,500,000).
All defined terms used in this Agreement without definition shall have the
meanings ascribed to them in the Loan Agreement. In order to further evidence
the Credit Facility, the Borrowers executed and delivered to Lender their Line
of Credit Promissory Note dated November 12, 1999 in the original stated
principal amount of $18,500,000, as amended by Note Extension Agreement dated
August 31, 2001 (the "Line of Credit Note"), evidencing the Line of Credit Loan
portion of the Credit Facility.
Contemporaneously herewith, Borrowers have exercised their option, as
provided in Section 2.17 of the Loan Agreement, to request an increase in the
principal amount of the Line of Credit Loan from $18,500,000 to $25,000,000, and
the Borrowers and Lender have entered into that certain Amendment to Loan and
Security Agreement of even date herewith to evidence the same (the "Amendment to
Loan Agreement"). Borrowers and Lender therefore desire to enter into this
Agreement in order to amend the Line of Credit Note to reflect such increased
Line of Credit Loan.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. LINE OF CREDIT LOAN INCREASED. The Line of Credit Note is
hereby modified and amended to increase the maximum principal amount thereof
from $18,500,000 to $25,000,000, by deleting the words and figures "Eighteen
Million Five Hundred Thousand Dollars ($18,500,000)" wherever the same shall
appear, and by inserting in lieu thereof the words and figures "Twenty-Five
Million Dollars ($25,000,000)."
2. PRICING MATRIX. The Pricing Matrix attached as Exhibit to the
Line of Credit Note is hereby deleted in its entirety, and the Revised Exhibit A
which is attached hereto is inserted in lieu thereof.
3. AMENDMENT TO LOAN AGREEMENT. All references in the Line of
Credit Note to the "Loan Agreement" shall refer to the Loan Agreement, as
amended by the Amendment to Loan Agreement.
4. CONFIRMATION OF OBLIGATIONS. Except as herein modified, the
Line of Credit Promissory Note shall remain in full force and effect, and the
Line of Credit Promissory Note is hereby ratified and affirmed in all respects.
5. NO NOVATION AND NO RELEASE OF COLLATERAL. The execution and
delivery of this Agreement shall not be interpreted or construed as, and in fact
does not constitute, a novation, payment, or satisfaction of all or any portion
of the Line of Credit Note; rather, this Agreement is strictly amendatory in
nature. The execution, delivery, and performance of this Agreement shall not
operate to release any Collateral securing the Line of Credit Note nor modify or
otherwise affect the lien and security interest held by Lender in and to such
Collateral.
6. COUNTERPARTS. This Agreement may be executed in multiple
counterparts and using multiple signature pages and shall be binding and
enforceable at such time as each party has executed a counterpart of this
Agreement. The signature of any party to a counterpart of this Agreement shall
bind such party to the same extent as if all parties executed a single original
hereof.
7. INTERPRETATION. No provision of this Agreement shall be
construed against or interpreted to the disadvantage of any party to this
Agreement by any court or other governmental or judicial authority by reason of
such party's having or being deemed to have structured or dictated such
provision.
8. INTEGRATION. Borrowers acknowledge and agree that no promises,
agreements, understandings, or commitments of any nature whatsoever have been
made by or on behalf of Lender in respect to the Credit Facility and the Line of
Credit Promissory Note, except as set forth herein. Specifically, Borrowers
acknowledge and agree that Lender has made no agreement, and is in no way
obligated, to grant any extension, indulgence, forbearance, or consent with
respect to the Credit Facility or the Line of Credit Note or any matter relating
to the Credit Facility or the Line of Credit Note, except as specifically set
forth herein.
9. SEVERABILITY. If any provisions of this Agreement or the
application thereof to any person or circumstance shall be invalid or
unenforceable to any extent, the remainder of this Agreement and the application
of such provisions to other persons or circumstances shall not be affected
thereby and shall be enforced to the greatest extent permitted by law.
10. CONTROLLING LAW. THE VALIDITY, INTERPRETATION, ENFORCEMENT AND
EFFECT OF THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF ALABAMA. THE LENDER'S PRINCIPAL PLACE OF BUSINESS IS
LOCATED IN JEFFERSON COUNTY IN THE STATE OF ALABAMA, AND THE BORROWERS AGREE
THAT THE LINE OF CREDIT LOAN SHALL BE FUNDED FROM AND THIS AGREEMENT SHALL BE
HELD BY LENDER AT SUCH PRINCIPAL PLACE OF BUSINESS, AND THE HOLDING OF THIS
AGREEMENT BY LENDER THEREAT SHALL CONSTITUTE SUFFICIENT MINIMUM CONTACTS OF
BORROWERS WITH JEFFERSON COUNTY AND THE STATE OF ALABAMA FOR THE PURPOSE OF
CONFERRING JURISDICTION UPON THE FEDERAL AND STATE COURTS PRESIDING IN SUCH
COUNTY AND STATE.
11. WAIVER OF JURY TRIAL. BORROWERS HEREBY WAIVE ANY RIGHT TO
TRIAL BY JURY ON ANY CLAIM, COUNTERCLAIM, SETOFF, DEMAND, ACTION OR CAUSE OF
ACTION ARISING OUT OF OR IN ANY WAY PERTAINING OR RELATED TO LOAN OBLIGATION,
THIS AGREEMENT, OR ANY OTHER LOAN DOCUMENT, OR IN ANY WAY CONNECTED WITH OR
PERTAINING OR RELATED TO OR INCIDENTAL TO ANY DEALINGS OF LENDER AND BORROWERS
WITH RESPECT TO THE LOAN
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OBLIGATIONS, THIS AGREEMENT, AND ANY OTHER LOAN DOCUMENT, OR IN CONNECTION WITH
THE TRANSACTIONS RELATED HERETO OR CONTEMPLATED HEREBY OR THE EXERCISE OF ANY
PARTY'S RIGHTS AND REMEDIES WITH RESPECT TO THE LOAN OBLIGATIONS, THIS
AGREEMENT, OR OTHERWISE, OR THE CONDUCT OF THE RELATIONSHIP OF THE PARTIES
HERETO, IN ALL OF THE FOREGOING CASES WHETHER NOW EXISTING OR HEREAFTER ARISING
AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. BORROWERS ACKNOWLEDGE THAT
LENDER MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF
THE KNOWING, VOLUNTARY, AND BARGAINED AGREEMENT OF THE BORROWERS IRREVOCABLY TO
WAIVE THEIR RIGHTS TO TRIAL BY JURY, AND THAT, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, ANY DISPUTE OR CONTROVERSY WHATSOEVER BETWEEN BORROWERS AND
LENDER SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE
SITTING WITHOUT A JURY.
IN WITNESS WHEREOF, Borrowers and Lender have caused this Agreement to
be executed by their respective duly authorized officers as of the date first
above written.
BORROWERS:
ATRION CORPORATION,
a Delaware corporation
BY: /s/ Xxxxxxx Xxxxxxxxxx
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Its: Vice President & CFO
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ATRION MEDICAL PRODUCTS, INC.,
an Alabama corporation
BY: /s/ Xxxxxxx Xxxxxxxxxx
----------------------------------------
Its: Vice President
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XXXXXX-XXXXXXX CORPORATION,
a Florida corporation
BY: /s/ Xxxxxxx Xxxxxxxxxx
----------------------------------------
Its: Vice President
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QUEST MEDICAL, INC.,
a Texas corporation
BY: /s/ Xxxxxxx Xxxxxxxxxx
----------------------------------------
Its: Vice President
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ALATENN PIPELINE COMPANY, LLC,
an Alabama limited liability company
BY: /s/ Xxxxxxx Xxxxxxxxxx
----------------------------------------
Its: Vice President
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ATRION LEASING COMPANY, LLC,
an Alabama limited liability company
BY: /s/ Xxxxxxx Xxxxxxxxxx
----------------------------------------
Its: Vice President
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ATRION INTERNATIONAL, INC.,
a U.S. Virgin Islands corporation
BY: /s/ Xxxxxxx Xxxxxxxxxx
----------------------------------------
Its: Secretary
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LENDER:
SOUTHTRUST BANK,
an Alabama banking corporation
BY: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx.
Its Senior Vice President
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REVISED EXHIBIT A*
PRICING MATRIX
If the ratio of Consolidated
Liabilities/Consolidated The Margin
Tangible Net Worth is: Will Be:
---------------------------- --------------
Greater than 2.00 200 bps (2.00%)
1.51 to 2.00 150 bps (1.50%)
1.15 to 1.50 125 bps (1.25%)
Less than 1.15 100 bps (1.00%)
Revised Exhibit A-1
