1
EXHIBIT 10.3
THIS SECURITY IS NOT BEING REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY
PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE ISSUER THAT
THIS SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY
(1) TO THE COMPANY (AS DEFINED BELOW), (2) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER THAT IS
AWARE THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A OR (3) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT.
HORIZON MEDICAL PRODUCTS, INC.
BRIDGE LOAN NOTE
$900,000 July 1, 2000
HORIZON MEDICAL PRODUCTS, INC., a Georgia corporation (the
"COMPANY"), for value received, promises to pay BANK OF AMERICA, N.A. (the
"LENDER"), or registered assigns, the principal amount of Nine Hundred Thousand
Dollars ($900,000), on the maturity date of this Note set forth in Section
2.10(d) of the Credit Agreement referred to below, and to pay interest on the
aggregate unpaid principal amount hereof on such dates and at such rates as are
set forth in Section 2.10 of the Credit Agreement referred to below.
This Note is the Bridge Loan Note referred to in the Amended
and Restated Credit Agreement dated as of May 26, 1998 (as amended, restated,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"),
among the Company, the lenders referred to therein and Bank of America, N.A.,
successor-in-interest to Banc of America Commercial Finance Corporation,
formerly known as NationsCredit Commercial Corporation, as Agent. The Credit
Agreement and the Security Documents referred to therein contain additional
rights of the holder of, and the security for, this Note. Capitalized terms
used but not defined herein have the meanings assigned thereto in the Credit
Agreement.
This Note is issued in replacement and substitution for that
certain Bridge Loan Note dated as of June 6, 2000, issued by the Company in
favor of Banc of America Commercial Finance Corporation,
predecessor-in-interest to the Lender, in the stated principal amount of
2
$900,000 (the "PRIOR NOTE"). This Note is not intended nor shall it be
construed as a novation or an accord and satisfaction of the indebtedness
evidenced by the Prior Note.
If an Event of Default shall occur and be continuing, the
unpaid balance of the principal of this Note together with all accrued but
unpaid interest hereon may become or be declared forthwith due and payable in
the manner and with the effect provided in the Credit Agreement.
This Note also may and must be prepaid as provided in the
Credit Agreement, together with any premiums set forth therein, under the
circumstances therein described.
Payments of principal hereof and interest hereon shall be
made in lawful money of the United States of America.
Presentment, demand, protest and notice of any kind are
hereby waived by the undersigned.
This Note shall be governed by, and construed in accordance
with, the laws of the State of Georgia in all respects, including all matters
of construction, validity and performance, without regard to the choice of law
provisions thereof.
IN WITNESS WHEREOF, the Company has caused this Note to be
duly executed as of the day and year first above written.
HORIZON MEDICAL PRODUCTS, INC.
By:
----------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
-2-
