0001104659-04-039670 Sample Contracts

RESTATED BYLAWS OF MEDICALCV, INC.
And Shareholder Control Agreement • December 15th, 2004 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
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APRIL 2004 DISCRETIONARY CREDIT AGREEMENT
Credit Agreement • December 15th, 2004 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota

THIS DISCRETIONARY CREDIT AGREEMENT, dated as of April 16, 2004, is by and between MEDICALCV, INC., a Minnesota corporation (the “Borrower”), and PKM PROPERTIES, LLC, a Minnesota limited liability company (the “Lender”).

DISCRETIONARY CREDIT DEMAND NOTE
Medicalcv Inc • December 15th, 2004 • Orthopedic, prosthetic & surgical appliances & supplies

FOR VALUE RECEIVED, MEDICAL CV, INC., a Minnesota corporation (the “Borrower”) promises to pay ON DEMAND to the order of PKM PROPERTIES, LLC, a Minnesota limited liability company (the “Lender”) at its office in Minneapolis, Minnesota or at such other place as may be designated from time to time by the holder hereof, in lawful money of the United States of America, the principal sum of Two Hundred Fifty Thousand Dollars ($250,000) or so much thereof as has been advanced by the Lender to or for the benefit of the Borrower pursuant to that certain April 2004 Discretionary Credit Agreement, dated as of April 16, 2004, as amended from time to time, between the Borrower and the Lender (the “Agreement”) and remains unpaid, together with interest on the unpaid principal balance hereof from the date hereof until this Note is fully paid, at an annual rate of interest, calculated on the basis of actual number of days elapsed in a 360 day year, that shall at all times be equal to the Interest Rat

AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED SUBORDINATION AND INTERCREDITOR AGREEMENT
Subordination and Intercreditor Agreement • December 15th, 2004 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies

THIS AMENDMENT NO. 2 TO SUBORDINATION AND INTERCREDITOR AGREEMENT, dated as of April 16, 2004, is by and between PETER L. HAUSER, a resident of the State of Minnesota, and his successors heirs and permitted assigns (“Hauser”), PKM PROPERTIES, LLC, a Minnesota limited liability company, and its endorsees, successors and assigns (“PKM”), and DRAFT CO., a Minnesota limited liability partnership, and its endorsees, successors and assigns (“Draft”).

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