THIRD AMENDMENT TO LOAN AGREEMENT
Exhibit
10.3
THIRD
AMENDMENT TO LOAN AGREEMENT
THIS
THIRD AMENDMENT TO LOAN AGREEMENT (the "Amendment") is entered into as of
December 6, 2005 by and between UTAH MEDICAL PRODUCTS, a Utah corporation
("Borrower"), and U. S. BANK NATIONAL ASSOCIATION ("Bank").
Recitals
A.
Borrower and Bank have entered into that certain Loan Agreement (the
“Agreement”) dated as of July 3, 2002 and related documents (as amended by a
First Amendment thereto and a Second Amendment thereto) pursuant to which
Bank
has agreed to extend certain credit to Borrower in accordance with its terms.
Capitalized terms shall have the meanings given by the Agreement unless
otherwise defined.
B.
Borrower and Bank wish (i) to increase the Loan from $5,000,000 to $8,000,000
and (ii) to make other modifications to the Agreement.
Agreement
NOW,
THEREFORE, in consideration of the promises contained herein, and each intending
to be legally bound hereby, the parties agree as follows:
1.
The
Loan is hereby increased from $5,000,000 to $8,000,000, to be further evidenced
by Borrower’s execution of an Amended and Restated Revolving Promissory Note of
even date herewith in the stated principal amount of $8,000,000.
2.
Borrower shall be permitted to use the Loan to request the issuance by Bank
of
letters of credit. Each letter of credit shall be evidenced further by
Borrower’s execution of an application and an unconditional reimbursement
agreement in forms customarily required by Bank. The amount of credit available
under the Loan shall be decreased by the total undrawn amounts on all
outstanding letters of credit. In the event the expiration date of a letter
of
credit extends beyond the expiration date of the Loan commitment and the
Maturity Date under the Note, Borrower shall deposit with Bank funds, on
or
before the Maturity Date, in an amount at least equal to the total undrawn
amount under all outstanding letters of credit, together with collateral
documents granting to Bank a security interest and control in that deposit
as
security for repayment of the obligations associated with those undrawn letters
of credit. The issuance of each letter of credit will require a fee equal
to
1.25% of the face amount of the letter of credit.
3.
Borrower shall be permitted to incur an unsecured ten (10) year indebtedness
to
Bank of Ireland in an amount not to exceed €4,500,000 (Euros), which shall be
deemed a one-time waiver of the provisions in Section 5.2 of the
Agreement.
4.
Section 4.10 of the Agreement is hereby amended to increase the minimum Net
Worth requirement from $10,000,000 to $18,500,000.
5.
Borrower hereby acknowledges the continued validity and enforceability of
the
Loan Documents, as amended hereby, and acknowledges that Borrower has no
defense, claim or counterclaim with respect to its Obligations under the
Loan
Documents.
6.
All
other terms of the Agreement and the other Loan Documents shall remain valid
and
enforceable as modified hereby.
7.
This
Amendment may be executed in counterparts.
IN
WITNESS WHEREOF, the parties hereto have duly executed this Amendment as
of the
day and year first above written.
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UTAH
MEDICAL PRODUCTS
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U.
S. BANK NATIONAL ASSOCIATION
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By:
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/s/
Xxxxx X.
Xxxxxxxx
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By:
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/s/
Xxxxx X. Xxxxx
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Its:
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CEO
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Its:
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VP
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