Exhibit 10.4


 


Silicon Valley Bank


 


SECURED PROMISSORY NOTE

(Exim Program)


 


	
  $1,500,000

  	
   

  	
  SEPTEMBER 24, 2003

  



 


FOR
VALUE RECEIVED, the undersigned (jointly and severally, the
“Borrower”) promises to pay to the order of SILICON VALLEY BANK
(“Silicon”), at 3003 Tasman Drive, Santa Clara, California  95054, or at such other address as the
holder of this Note shall direct, the principal sum of ONE MILLION FIVE HUNDRED THOUSAND
DOLLARS ($1,500,000), or such lesser or greater amount as shall be
equal to the unpaid balance of the “Exim Loans” as defined in the Loan and
Security Agreement (Exim Program) between Borrower and Silicon of even date
herewith (the “Loan Agreement”).


 


The principal amount of this Note shall be payable as
set forth in the Loan Agreement.


 


This Note shall bear interest on the unpaid principal
balance hereof from time to time outstanding at a rate equal to the interest
rate set forth in the Loan Agreement.


 


Accrued interest on this Note shall be payable monthly
in accordance with the terms of the Loan Agreement.  Any accrued interest not paid when due shall bear interest at the
same rate as the principal hereof.


 


Principal of and interest on this Note shall be
payable in lawful money of the United States of America.  If a payment hereunder becomes due and
payable on a Saturday, Sunday or legal holiday, the due date thereof shall be
extended to the next succeeding business day, and interest shall be payable
thereon during such extension.


 


In the event any payment of principal or interest on
this Note is not paid in full when due, or if any other Event of Default occurs
hereunder, under the Loan Agreement or under any other present or future
instrument, document, or agreement between the Borrower and Silicon
(collectively, “Events of Default”), Silicon may, at its option, at any time
thereafter, declare the entire unpaid principal balance of this Note plus all
accrued interest to be immediately due and payable, without notice or
demand.  The acceptance of any installment
of principal or interest by Silicon after the time when it becomes due, as
herein specified, shall not be held to establish a custom, or to waive any
rights of Silicon to enforce payment when due of any further installments or
any other rights, nor shall any failure or delay to exercise any rights be held
to waive the same.


 


All payments hereunder are to be applied first to
reasonable costs and fees referred to hereunder, second to the payment of
accrued interest and the remaining balance to the payment of principal.  Silicon shall have the continuing and
exclusive right to apply or reverse and reapply any and all payments hereunder.


 


1

















 


The Borrower agrees to pay all reasonable costs and
expenses (including without limitation reasonable attorney’s fees) incurred by
Silicon in connection with or related to this Note, or its enforcement, whether
or not suit be brought.  The Borrower
hereby waives presentment, demand for payment, notice of dishonor, notice of
nonpayment, protest, notice of protest, and any and all other notices and
demands in connection with the delivery, acceptance, performance, default, or
enforcement of this Note, and the Borrower hereby waives the benefits of any
statute of limitations with respect to any action to enforce, or otherwise
related to, this Note.


 


This Note is secured by the Loan Agreement and all
other present and future security agreements between the Borrower and
Silicon.  Nothing herein shall be deemed
to limit any of the terms or provisions of the Loan Agreement or any other
present or future document, instrument or agreement, between the Borrower and
Silicon, and all of Silicon’s rights and remedies hereunder and thereunder are
cumulative.


 


In the event any one or more of the provisions of this
Note shall for any reason be held to be invalid, illegal or unenforceable, the
same shall not affect any other provision of this Note and the remaining
provisions of this Note shall remain in full force and effect.


 


No waiver or modification of any of the terms or provisions
of this Note shall be valid or binding unless set forth in a writing signed by
a duly authorized officer of Silicon, and then only to the extent therein
specifically set forth.  If more than
one person executes this Note, their obligations hereunder shall be joint and
several.


 


SILICON, BY ITS ACCEPTANCE HEREOF, AND BORROWER EACH
HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON,
ARISING OUT OF, OR IN ANY WAY RELATING TO: (I) THIS NOTE; OR (II) ANY OTHER
PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN SILICON AND BORROWER; OR
(iii) ANY CONDUCT, ACTS OR OMISSIONS OF SILICON OR BORROWER OR ANY OF THEIR
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS
AFFILIATED WITH SILICON OR BORROWER; IN EACH OF THE FOREGOING CASES, WHETHER
SOUNDING IN CONTRACT OR TORT OR OTHERWISE.


 


This Note is payable in, and shall be governed by the
laws of, the State of California.


 


	
   

  	
  Endocardial Solutions,
  Inc.,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   /s/ J. Robert Paulson, Jr.

  
	
   

  	
  Title

  	
  V.P., CFO

  
				



 


2