Term Commitment Note



 Exhibit 10.2 
  
 Execution Copy 
  
 TERM COMMITMENT NOTE 
  

			
	$10,000,000.00	 	Palo Alto, California
	 	 	January 4, 2006

  
 FOR VALUE RECEIVED,
the undersigned NATUS MEDICAL INCORPORATED (“Borrower”) promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) at its office at 400 Hamilton Avenue, Palo Alto, California, or at such other place as the
holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of Ten Million Dollars ($10,000,000.00), with interest thereon as set forth herein. 
  
 DEFINITIONS: 
  
 As used herein, the following terms shall have the meanings set forth after
each, and any other term defined in this Note shall have the meaning set forth at the place defined: 
  
 (a) “Business Day” means any day except a Saturday, Sunday or any other day on which commercial banks in California are authorized or required
by law to close. 
  
 (b) “Fixed Rate Term” means a
period commencing on a Business Day and continuing for one (1) month, two (2) months or three (3) months, as designated by Borrower, during which all or a portion of the outstanding principal balance of this Note bears interest
determined in relation to LIBOR; provided however, that no Fixed Rate Term may be selected for a principal amount less than One Million Dollars ($1,000,000.00); and provided further, that no Fixed Rate Term shall extend beyond the scheduled maturity
date hereof. If any Fixed Rate Term would end on a day which is not a Business Day, then such Fixed Rate Term shall be extended to the next succeeding Business Day. 
  
 (c) “LIBOR” means the rate per annum determined pursuant to the following formula: 
  

			
	 LIBOR =
	  	 Base LIBOR


	 	  	100% - LIBOR Reserve Percentage

  
 (i) “Base
LIBOR” means the rate per annum for United States dollar deposits quoted by Bank as the Inter-Bank Market Offered Rate, with the understanding that such rate is quoted by Bank for the purpose of calculating effective rates of interest for loans
making reference thereto, on the first day of a Fixed Rate Term for delivery of funds on said date for a period of time approximately equal to the number of days in such Fixed Rate Term and in an amount approximately equal to the principal amount to
which such Fixed Rate Term applies. Borrower understands and agrees that Bank may base its quotation of the Inter-Bank Market Offered Rate upon such offers or other market indicators of the Inter-Bank Market as Bank in its discretion deems
appropriate including, but not limited to, the rate offered for U.S. dollar deposits on the London Inter-Bank Market. 







 (ii) “LIBOR Reserve Percentage” means the reserve percentage prescribed by the Board of
Governors of the Federal Reserve System (or any successor) for “Eurocurrency Liabilities” (as defined in Regulation D of the Federal Reserve Board, as amended), adjusted by Bank for expected changes in such reserve percentage during the
applicable Fixed Rate Term. 
  
 (d) “Prime Rate” means
at any time the rate of interest most recently announced within Bank at its principal office as its Prime Rate, with the understanding that the Prime Rate is one of Bank’s base rates and serves as the basis upon which effective rates of
interest are calculated for those loans making reference thereto, and is evidenced by the recording thereof after its announcement in such internal publication or publications as Bank may designate. 
  
 INTEREST: 
  
 (a) Interest. The outstanding principal balance of this Note shall
bear interest (computed on the basis of a 360-day year, actual days elapsed) either (i) at a fluctuating rate per annum one-quarter percent (0.25%) above the Prime Rate in effect from time to time, or (ii) at a fixed rate per annum
determined by Bank to be two and one-half percent (2.50%) above LIBOR in effect on the first day of the applicable Fixed Rate Term. When interest is determined in relation to the Prime Rate, each change in the rate of interest hereunder shall
become effective on the date each Prime Rate change is announced within Bank. With respect to each LIBOR selection hereunder, Bank is hereby authorized to note the date, principal amount, interest rate and Fixed Rate Term applicable thereto and any
payments made thereon on Bank’s books and records (either manually or by electronic entry) and/or on any schedule attached to this Note, which notations shall be prima facie evidence of the accuracy of the information noted. 
  
 (b) Selection of Interest Rate Options. At any time any portion of
this Note bears interest determined in relation to LIBOR, it may be continued by Borrower at the end the Fixed Rate Term applicable thereto so that all or a portion thereof bears interest determined in relation to the Prime Rate or to LIBOR for a
new Fixed Rate Term designated by Borrower. At any time any portion of this Note bears interest determined in relation to the Prime Rate, Borrower may convert all or a portion thereof so that it bears interest determined in relation to LIBOR for a
Fixed Rate Term designated by Borrower. At the time this Note is disbursed or Borrower wishes to select a LIBOR option for all or a portion of the outstanding principal balance hereof, and at the end of each Fixed Rate Term, Borrower shall give Bank
notice specifying: (i) the interest rate option selected by Borrower; (ii) the principal amount subject thereto; and (iii) for each LIBOR selection, the length of the applicable Fixed Rate Term. Any such notice may be given by
telephone (or such other electronic method as Bank may permit) so long as, with respect to each LIBOR selection, (A) if requested by Bank, Borrower provides to Bank written confirmation thereof not later than three (3) Business Days after
such notice is given, and (B) such notice is given to Bank prior to 10:00 a.m. on the first day of the Fixed Rate Term, or at a later time during any Business Day if Bank, at it’s sole option but without obligation to do so, accepts
Borrower’s notice and quotes a fixed rate to Borrower. If Borrower does not immediately accept a fixed rate when quoted by Bank, the quoted rate shall expire and any subsequent LIBOR request from Borrower shall be subject to a redetermination
by Bank of the applicable fixed rate. If no specific designation of interest is made at the time this Note is disbursed or at the end of any Fixed Rate Term, Borrower shall be deemed to have made a Prime Rate interest selection for this Note or the
principal amount to which such Fixed Rate Term applied. 
  

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 (c) Taxes and Regulatory Costs. Borrower shall pay to Bank immediately upon demand, in addition to
any other amounts due or to become due hereunder, any and all (i) withholdings, interest equalization taxes, stamp taxes or other taxes (except income and franchise taxes) imposed by any domestic or foreign governmental authority and related in
any manner to LIBOR, and (ii) future, supplemental, emergency or other changes in the LIBOR Reserve Percentage (without duplication), assessment rates imposed by the Federal Deposit Insurance Corporation, or similar requirements or costs
imposed by any domestic or foreign governmental authority or resulting from compliance by Bank with any request or directive (whether or not having the force of law) from any central bank or other governmental authority and related in any manner to
LIBOR to the extent they are not included in the calculation of LIBOR. In determining which of the foregoing are attributable to any LIBOR option available to Borrower hereunder, any reasonable allocation made by Bank among its operations shall be
conclusive and binding upon Borrower. 
  
 (d) Payment of
Interest. Interest accrued on this Note shall be payable on the last day of each month, commencing January 31, 2006. 
  
 (e) Default Interest. From and after the maturity date of this Note, or such earlier date as all principal owing hereunder becomes due and payable
by acceleration or otherwise, the outstanding principal balance of this Note shall bear interest until paid in full at an increased rate per annum (computed on the basis of a 360-day year, actual days elapsed) equal to four percent (4%) above
the rate of interest from time to time applicable to this Note. 
  
 BORROWING, REPAYMENT AND PREPAYMENT: 
  
 (a) Borrowing. From the date of this Note up to and including January 30, 2006, Borrower may borrow, pursuant to a one-time advance, an amount not to exceed the principal amount stated above, subject to all of the limitations,
terms and conditions of this Note and of any document executed in connection with or governing this Note. The unpaid principal balance of this obligation at any time shall be the total amounts advanced hereunder by the holder hereof less the amount
of principal payments made hereon by or for Borrower, which balance may be endorsed hereon from time to time by the holder. 
  
 (b) Required Principal Payments. The outstanding principal balance of this Note as of the close of business on January 30, 2006 shall be
amortized over forty-eight (48) months, and thereafter principal shall be payable on the last day of each month in equal successive installments over said amortization term, commencing January 31, 2006, and continuing up to and including
November 30, 2009, with a final installment consisting of all remaining unpaid principal due and payable in full on December 31, 2009. 
  
 (c) One-Time Advance. The one-time advance allowed hereunder, which advance shall not exceed the total amount of the principal sum stated above and
can be made up to and including the final advance date set forth above, may be made by the holder at the oral or written request of (i) James B. Hawkins or Steven J. Murphy, any one acting alone, who are authorized to request such advance and
direct the disposition of such advance until written notice of the revocation of such authority is received by the holder at the office designated above, or (ii) any person, if such advance is deposited to the credit of any deposit account of
Borrower, which 
  

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 advance, when so deposited, shall be conclusively presumed to have been made to or for the benefit of Borrower regardless
of the fact that persons other than those authorized to request an advance may have authority to draw against such account. The holder shall have no obligation to determine whether any person requesting an advance is or has been authorized by
Borrower. 
  
 (d) Application of Payments. Each payment
made on this Note shall be credited first, to any interest then due and second, to the outstanding principal balance hereof. All payments credited to principal shall be applied first, to the outstanding principal balance of this Note which bears
interest determined in relation to the Prime Rate, if any, and second, to the outstanding principal balance of this Note which bears interest determined in relation to LIBOR, with such payments applied to the oldest Fixed Rate Term first.

  
 (e) Prepayment. 
  
 Prime Rate. Borrower may prepay principal on any portion of this Note
which bears interest determined in relation to the Prime Rate at any time, in any amount and without penalty. 
  
 LIBOR. Borrower may prepay principal on any portion of this Note which bears interest determined in relation to LIBOR at any time and in the
minimum amount of One Hundred Thousand Dollars ($100,000.00); provided however, that if the outstanding principal balance of such portion of this Note is less than said amount, the minimum prepayment amount shall be the entire outstanding principal
balance thereof. In consideration of Bank providing this prepayment option to Borrower, or if any such portion of this Note shall become due and payable at any time prior to the last day of the Fixed Rate Term applicable thereto by acceleration or
otherwise, Borrower shall pay to Bank immediately upon demand a fee which is the sum of the discounted monthly differences for each month from the month of prepayment through the month in which such Fixed Rate Term matures, calculated as follows for
each such month: 
  

	 	(i)	Determine the amount of interest which would have accrued each month on the amount prepaid at the interest rate applicable to such amount had it remained outstanding until
the last day of the Fixed Rate Term applicable thereto. 

  

	 	(ii)	Subtract from the amount determined in (i) above the amount of interest which would have accrued for the same month on the amount prepaid for the remaining term of such
Fixed Rate Term at LIBOR in effect on the date of prepayment for new loans made for such term and in a principal amount equal to the amount prepaid. 

  

	 	(iii)	If the result obtained in (ii) for any month is greater than zero, discount that difference by LIBOR used in (ii) above. 

  
 Borrower acknowledges that prepayment of such amount may result in Bank incurring additional
costs, expenses and/or liabilities, and that it is difficult to ascertain the full extent of such costs, expenses and/or liabilities. Borrower, therefore, agrees to pay the above-described prepayment fee and agrees that said amount represents a
reasonable estimate of the prepayment costs, expenses and/or liabilities of Bank. If Borrower fails to pay any prepayment fee when due, the amount of such prepayment fee shall thereafter bear interest until paid at a rate per annum four percent
(4.00%) above the Prime Rate in effect from time to time (computed on the basis of a 360-day year, actual days elapsed). 
  

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 All prepayments of principal shall be applied on the most remote principal installment or installments
then unpaid. 
  
 EVENTS OF DEFAULT: 

 
 This Note is made pursuant to and is subject to the terms and conditions
of that certain Credit Agreement between Borrower and Bank dated as of January 4, 2006, as amended from time to time (the “Credit Agreement”). Any default in the payment or performance of any obligation under this Note, or any defined
event of default under the Credit Agreement, shall constitute an “Event of Default” under this Note. 
  
 MISCELLANEOUS: 
  
 (a) Remedies. Upon the sale, transfer, hypothecation, assignment or other encumbrance, whether voluntary, involuntary or by operation of law, of
all or any interest in any real property securing this Note, or upon the occurrence of any Event of Default, the holder of this Note, at the holder’s option, may declare all sums of principal and interest outstanding hereunder to be immediately
due and payable without presentment, demand, notice of nonperformance, notice of protest, protest or notice of dishonor, all of which are expressly waived by Borrower, and the obligation, if any, of the holder to extend any further credit hereunder
shall immediately cease and terminate. Borrower shall pay to the holder immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys’ fees (to include outside counsel fees and
all allocated costs of the holder’s in-house counsel), expended or incurred by the holder in connection with the enforcement of the holder’s rights and/or the collection of any amounts which become due to the holder under this Note, and
the prosecution or defense of any action in any way related to this Note, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any
of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity.

  
 (b) Obligations Joint and Several. Should more than one
person or entity sign this Note as a Borrower, the obligations of each such Borrower shall be joint and several. 
  
 (c) Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of California. 
  

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 IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above.

  
 NATUS MEDICAL INCORPORATED 
  

			
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  



  

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