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UTAH MEDICAL PRODUCTS INC | Bank of Ireland. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 10.1 Bank Of Ireland, Business Banking
Private and Confidential
Our Ref: LS/901634/842750 / 05W1749043
Date: 22nd November 2005 Business Banking: Athlone, Co Westmeath Branch: Church Street, Athlone The Secretary Utah Medical Products Limited 7043 South 300 West Midvale Utah 84047 USA
Re: Utah Medical Products Limited
Dear Sir/Madam,
I am pleased to advise you that, subject to the terms and conditions outlined below and in the attached appendix dated the 22st November 2005 which is deemed to form part of this Offer Letter, Bank of Ireland will make available to Utah Medical Products Limited the following facilities:
Amount & Type of Facility
Purpose
Interest Rate
The rate(s) set out in this Offer Letter are indicative only in respect of the new facilities detailed and are subject to change between the date of this Offer Letter and the actual drawdown of the facility. The actual rate will be determined on drawdown and subsequent roll-over dates (if applicable) and as set out in Clause 5 of the standard Terms and Conditions set out in the Appendix hereto.
Terms of Facilities and Repayment
Exact repayments will be determined on date of drawdown based on the interest rate then prevailing.
Arrangement Fee
Following our negotiations, the arrangement fee for this facility is waived.
Security
Any security held now, or at any future time, shall be security for all the liabilities present and future howsoever arising, of the Borrower to the Bank. Security currently held , and/or that required for the above facility(ies) is as listed below:
SECURITY HELD
No security held.
ADDITIONAL SECURITY REQUIRED
Legal and Other Fees:
It is understood that any Legal or other Fees, including Valuation Fees incurred in perfecting the Security or any other requirements will be payable by the borrower whether or not any funds are advanced.
Conditions Precedent to Drawdown In addition to the Conditions Precedent to drawdown, contained in the Appendix, the Bank shall not be obliged to allow any drawdown of the above facilities unless at the time of so doing, it is satisfied that:
Standard Terms and Conditions
If there is any conflict between the terms of this Offer Letter and the attached Standard Terms and Conditions, the terms of this Offer Letter will prevail.
Covenants By acceptance of the facilities as detailed above, [and without prejudice to the demand nature of the Facility] the Borrower undertakes that during their continuance and until all amounts outstanding have been repaid:
Review Date Irrespective of the term of the facilities, the Bank will normally review the facilities at least annually to assess the ongoing viability of the proposition and the underlying Business. In some circumstances, the Bank may set review dates, at its discretion, on a more frequent basis.
Unless circumstances change warranting an earlier review, the above facilities will be formally reviewed again by 30th June 2006. However, if I can be of any assistance at any stage in the intervening period, please do not hesitate to contact me.
Acceptance
In order to signify your acceptance of the foregoing facilities on the terms and conditions outlined above and in the attached appendix, the duplicate letter should be accepted on behalf of Utah Medical Products Limited and returned to this office within 21 days of the date hereof.
This offer will remain valid for 90 days from the date of this letter, after which date this offer shall lapse without any liability or commitment on our part.
Yours faithfully
_________________________________ Dermot Horan Business Manager
FORM OF ACCEPTANCE I/We have read and agree to be bound by and fully accept all of the terms and conditions contained in this Offer Letter and in the appendix to this Offer Letter. Accepted for and on behalf of Utah Medical Products Limited pursuant to a resolution of the Board of Directors
Appendix to Offer Letter Dated 5th December 2005 to Utah Medical Products Limited
TERMS AND CONDITIONS
DEFINITIONS
Associate is defined as a company in which any member of the Group holds, or may in the future hold, more then twenty per cent, but not exceeding fifty per cent, of the issued voting share capital.
Bank means The Governor and Company of the Bank of Ireland, otherwise referred to as Bank of Ireland.
Bank Debt is defined as a monetary obligation to any financial institution whatsoever.
Business Day is defined as any day on which Banks are generally open for business in Ireland.
Environmental Law means all circulars, codes of practice, guidance notices, legislation orders or regulations, including statutory modifications and re-enactments thereof, concerning the protection of the environment and the control of pollution, whether or not having the force of law, and whether imposed in Ireland, or by an association, community, federation, or other organisation of which Ireland is a member.
Environmental Licence means any approval, authorisation, consent, licence or permit required by Environmental Law.
Group is defined as all those bodies corporate which are Subsidiary or Associate companies of the Borrower or the Borrower’s ultimate Holding Company (if any), and a member of the Group shall be construed accordingly.
Holding Company is defined in Section 155 of the Companies Act 1963, or analogous provisions of law.
Liquidity means such additional percentage rate as the Bank shall determine to be necessary to compensate the Bank for the cost to the Bank during the term of the facility of funding, or maintaining a facility, in the relevant amount by reason of the Liquidity Requirement relative to such period.
Liquidity Requirement means any liquidity, reserve ratio, special deposit or similar requirement (or other requirement having the same or similar purpose) of any Regulatory Authority, whether or not having the force of law with which the Bank has complied.
Regulatory Authority includes the European Central Bank, the Irish Financial Services Regulatory Authority, the Revenue Commissioners and any other regulatory authority in or of Ireland or any federation, community, association or organisation of which Ireland shall be a member and any regulatory authority of any place from which the Bank obtains resources for funding or maintaining a facility in the relevant amount.
Subsidiary is defined in Section 155 of the Companies Act 1963, or analogous provisions of law.
Any reference in this appendix to the Offer Letter includes a reference to the Offer Letter bearing the above date and this appendix.
1. Conditions precedent to drawdown
The Bank will not be obliged to perform its obligations under this Offer Letter, unless at the time of so doing it is, in its absolute discretion satisfied that:
2. Representations and Warranties
The Borrower hereby represents and warrants to the Bank that:
On each drawing and rollover of facilities referred to in the Offer Letter, the Representations and Warranties outlined above are deemed to be repeated.
3. Security
Any security held now, or at any future time, shall be security for all liabilities of the Borrower to the Bank.
By acceptance of this Offer Letter the Borrower agrees and acknowledges that the security listed in the Offer Letter (whether as security held or as security required or otherwise described) shall be security for all monies, obligations and liabilities, actual or contingent which now or at any time shall become due or owing by the Borrower to the Bank on any account or accounts or in any manner whatsoever whether on foot of bills of exchange, promissory notes, loans, credits, advances, leasing, guarantees, indemnities, interest commission, discount liability in connection with foreign exchange transactions, Bank charges and expenses or otherwise howsoever and whether the Borrower shall be liable therefore alone or jointly with any other person or persons as principal or surety and whether such amounts owing be in respect of principal, interest or otherwise. Accordingly, the list of security held and security required or security otherwise described as set out in the Offer Letter is deemed to be incorporated in every Facility Letter or other agreement concerning the indebtedness of the Borrower to the Bank which has been entered or shall be entered into between the Borrower and the Bank from time to time and is deemed to be required as security for the indebtedness of the subject thereof. The foregoing two sentences are without prejudice to the terms and conditions of the security listed in the Offer Letter and to the Bank’s rights and remedies thereunder or otherwise.
4. Joint Borrowings
Where an advance is granted in a personal capacity, to two or more persons, the liability to the Bank shall be joint and several. Where the expression “the Borrower” refers to two or more persons, these terms and conditions shall be construed as if they were in the plural mutatis mutandis and the covenants and agreements on the part of the Borrower shall have effect as if they were joint and several covenants and agreements by such persons.
5. Interest
The rate(s) set out in this Offer Letter, whether fixed or variable will be determined by the Bank by reference to the Borrower’s category, term, purpose and security proposed for the facility. Fixed rates are rates fixed for a period in excess of one year, determined on the date of original drawdown.
- Variable
On a rate change occurring in the Bank of Ireland Variable Rates, (whether Prime or otherwise), the new rate will automatically apply to the facility as and from the date of such change and the Bank will give details thereof to the Borrower in the statement which issues following such rate changes.
- Fixed
Any fixed rate quoted is the prevailing fixed rate as of the date of offer. Due to possible fluctuations in interest rates, the Bank cannot guarantee that the said fixed rate will apply on drawdown. This being the case, the Borrower can decide to accept the fixed rate applying on the date of drawdown or take a variable rate. At the end of a fixed rate period, the Borrower may request the Bank to provide a further fixed rate period, based on the then existing fixed rate or may revert to the normal variable rate.
However, the provision of any further fixed rate period from time to time, or any conversion referred to in Clause 6 (2)(b) hereof, will be at the sole discretion of the Bank. If no further fixed rate period is granted at the end of any particular fixed rate term, the facility will revert to a variable rate. Either way, the new rate applying will be notified to the customer.
On occasion, the Bank, on request, will quote fixed rates which are tied to the money markets. These should be viewed as Market Related Loans for the purpose of liquidity costs, margins, drawdown and rollover procedures. The Cost of Funds will be agreed with the customer on an individual basis prior to drawdown.
These are Market Related Rates and are fixed for periods not exceeding 12 months. The Mai Related Rate(s) set out in this Offer Letter will be determined by the Bank, with reference to three components:
The rate determined by the Bank on the date of drawdown and calculated by reference to the rate at which the Bank can borrow money on the Euro Interbank Market, for a period corresponding to the relevant interest rate period. The interest rate will be set on the date of drawdown and shall be reset on the first day of each interest rate period.
OR
The rate determined by the Bank, two Rate Fixing Days prior to drawdown and calculated by reference to the rate at which Euro Jnterbank term deposits, (quoted for spot va |
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