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Exhibit
10.82
EXHIBIT D
SWINGLINE
NOTE
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| $3,000,000.00 |
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June , 2008 |
FOR VALUE RECEIVED, the
undersigned, EXACTECH, INC ., a Florida corporation (the
“ Borrower ”), hereby promises to pay to
SUNTRUST BANK, a Georgia banking corporation (the “
Swingline Lender ”) or its registered assigns,
at the office of SunTrust Bank (“ SunTrust
”) at 5080 Newberry Road, Gainesville, Florida 32607, on the
earlier of: (i) the Swingline Termination Date [as defined in
the Revolving Credit Agreement dated of even date herewith (as the
same may be amended, supplemented, or otherwise modified from time
to time, the “ Credit Agreement ”) among
the Borrower, the lenders from time to time party thereto, and
SunTrust, as administrative agent for the lenders] and (ii) an
Event of Default (as defined in the Credit Agreement) the lesser of
the principal sum of Three Million and No/100 Dollars
($3,000,000.00) and the aggregate unpaid principal amount of
all Swingline Loans made by the Swingline Lender to the Borrower
pursuant to the Credit Agreement in lawful money of the United
States, in immediately available funds. All capitalized terms used
herein and not defined herein shall have the meanings given to them
in the Credit Agreement.
Prior to an Event of Default,
the Borrower hereby promises to pay interest in like money at such
office or place from the date hereof on the unpaid principal
balance hereof at the Index Rate plus the Applicable Margin. From
and after an Event of Default, the Borrower shall pay interest at
the Default Interest rate. Interest on the unpaid principal balance
outstanding hereunder shall be calculated on the basis of a year
containing 360 days and shall be payable on the earlier of demand
or the maturity date of any borrowing and upon the final payment of
the unpaid principal amount hereof.
If any payment on this Note
becomes due and payable on a Saturday, Sunday or other day on which
commercial banks in Gainesville, Florida, are authorized or
required by law to close, the maturity thereof shall be extended to
the next succeeding Business Day and, with respect to payments of
principal, interest thereon shall be payable at the then applicable
rate during such extension. All borrowings evidenced by this
Swingline Note and all payments and prepayments of the principal
hereof and the date thereof shall be endorsed by the holder hereof
on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part
hereof, or otherwise recorded by such holder in its internal
records; provided, that the failure of the holder hereof to make
such a notation
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