SECOND AMENDMENT
TO LOAN AGREEMENT
This Second Amendment to Loan Agreement (the "Amendment") is made and
entered into among Merit Medical Systems, Inc. ("Merit Medical"), Merit
Holdings, Inc. ("Merit Holdings"), Sentir Semiconductor, Inc. ("Sentir") (Merit
Medical, Merit Holdings and Sentir are collectively called "Borrowers") and
Zions First National Bank ("Lender").
Recitals
1. Borrowers and Lender have entered in an Amended and Restated Loan
Agreement dated August 11, 1999 (as previously amended, the "Agreement").
2. Borrowers and Lender desire to modify and amend the Agreement as
provided herein.
Amendment
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Borrowers and Lender hereby agree and amend and
modify the Agreement as follows:
1. Definitions. Except as otherwise expressly provided herein, terms
assigned defined meanings in the Agreement shall have the same defined meanings
in this Amendment.
2. Amended Definition. The definition of "Facility Amount" in Section
1.1 of the Agreement is amended in its entirety to read as follows:
"Facility Amount" means twenty-two million dollars ($22,000,000.00) as
such amount is reduced by three hundred seventy-five thousand dollars
($375,000.00) on the last day of each quarter commencing with the quarter ending
March 31, 2001.
3. Conditions to Effectiveness of Amendment. The amendments set forth
above shall become effective, as of the date and year set forth below, on such
date (the "Second Amendment Effective Date") when the following conditions shall
have been satisfied in a form and substance acceptable to Lender:
a. This Amendment and all other documents contemplated by this
Amendment to be delivered to Lender prior to funding have been fully
executed and delivered to Lender.
b. All other conditions precedent provided in or contemplated
by the Agreement, the Security Documents, or any other agreement or
document have been performed.
c. As of the Second Amendment Effective Date, the following
shall be true and correct: (1) all representations and warranties made
by Borrowers in the Agreement are true and correct as of the Second
Amendment Effective Date; and (2) no Event of Default has occurred
under the Agreement and no conditions exist and no event has occurred,
which, with the passage of time or the giving of notice, or both, would
constitute an Event of Default under the Agreement.
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All conditions precedent set forth in the Agreement, the Security
Documents, or in any other document relating thereto are for the sole benefit of
Lender and may be waived unilaterally by Lender.
4. Collateral. The Loan and the Promissory Note are secured by the
collateral identified in, and contemplated by the Agreement, including, without
limitation, the various Security Agreements, dated August 11, 1999, executed by
the Borrowers, and by the Collateral described in Section 3.1 Collateral of the
Agreement.
5. Representations and Warranties. Each Borrower hereby affirms and
again makes the representations and warranties set forth in Article 5
Representations and Warranties as of the Second Amendment Effective Date. Each
Borrower represents and warrants that there have been no changes to the
Organizational Documents of such Borrower since August 11, 1999.
6. Authorization. Borrower represents and warrants that the execution,
delivery, and performance by Borrowers of this Amendment and all agreements,
documents, obligations, and transactions herein contemplated have been duly
authorized by all necessary action on the part of such Borrower and are not
inconsistent with such Borrower's Organizational Documents or any resolution of
the Board of Directors of such Borrower, do not and will not contravene any
provision of, or constitute a default under, any indenture, mortgage, contract,
or other instrument to which such Borrower is a party or by which it is bound,
and that upon execution and delivery hereof and thereof, this Amendment will
constitute legal, valid, and binding agreements and obligations of each
Borrower, enforceable in accordance with their respective terms.
7. Payment of Expenses and Attorney's Fees. Borrowers shall pay all
reasonable expenses of Lender relating to the negotiation, drafting of
documents, and documentation of this Amendment, including, without limitation,
reasonable attorney's fees and legal expenses. If such expenses are not promptly
paid, Lender is authorized and directed, upon execution of this Amendment and
fulfillment of all conditions precedent hereunder, to disburse a sufficient
amount of the Loan proceeds to pay in full these expenses.
8. Agreement Remains in Full Force and Effect. Except as expressly
amended or modified by this Amendment, the Agreement remains in full force and
effect.
9. Counterpart Execution. This Amendment may be executed in several
counterparts, without the requirement that all parties sign each counterpart.
Each of such counterparts shall be an original, but all counterparts together
shall constitute one and the same instrument.
10. Integrated Agreement; Amendment. This Amendment, together with the
Agreement, the Promissory Note, Security Documents, and the other agreements,
documents, obligations, and transactions contemplated by the Agreement and the
Amendment, constitute the entire agreements and understandings between the
parties and supersede all other prior and contemporaneous agreements and may not
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be altered or amended except by written agreement signed by the parties. This
Amendment and the Agreement shall be read and interpreted together as one
agreement. PURSUANT TO UTAH CODE SECTION 25-5-4, BORROWERS ARE NOTIFIED THAT
THESE AGREEMENTS ARE A FINAL EXPRESSION OF THE AGREEMENT BETWEEN LENDER AND
BORROWERS AND THESE AGREEMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY
ALLEGED ORAL AGREEMENT. All other prior and contemporaneous agreements,
arrangements and understandings between the parties hereto as to the subject
matter hereof are, except as otherwise expressly provided herein, rescinded.
Dated: March 5, 2001
Lender:
Zions First National Bank
By:
----------------------------------------
Title:
-------------------------------------
Borrowers:
Merit Medical Systems, Inc.
By: /s/: XXXX X. XXXXXXX
------------------------
XXXX X. XXXXXXX
Title: CFO
Merit Holdings, Inc.
By: /s/: XXXX X. XXXXXXX
------------------------
XXXX X. XXXXXXX
Title: CFO
Sentir Semiconductor, Inc.
By: /s/: XXXX X. XXXXXXX
------------------------
XXXX X. XXXXXXX
Title: CFO
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