**Exhibit 10.4**

 

**Silicon Valley Bank**

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**SECURED PROMISSORY NOTE**(Exim Program)

 
| **$1,500,000** |   | **SEPTEMBER 24, 2003** |
|----------------|--------|-----------------------------|

 

**FORVALUE 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 theholder of this Note shall direct, the principal sum of **ONE MILLION FIVE HUNDRED THOUSANDDOLLARS** ($1,500,000), or such lesser or greater amount as shall beequal to the unpaid balance of the “Exim Loans” as defined in the Loan andSecurity Agreement (Exim Program) between Borrower and Silicon of even dateherewith (the “Loan Agreement”).

 

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

 

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

 

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

 

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

 

In the event any payment of principal or interest onthis Note is not paid in full when due, or if any other Event of Default occurshereunder, under the Loan Agreement or under any other present or futureinstrument, document, or agreement between the Borrower and Silicon(collectively, “Events of Default”), Silicon may, at its option, at any timethereafter, declare the entire unpaid principal balance of this Note plus allaccrued interest to be immediately due and payable, without notice ordemand.  The acceptance of any installmentof principal or interest by Silicon after the time when it becomes due, asherein specified, shall not be held to establish a custom, or to waive anyrights of Silicon to enforce payment when due of any further installments orany other rights, nor shall any failure or delay to exercise any rights be heldto waive the same.

 

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

 

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The Borrower agrees to pay all reasonable costs andexpenses (including without limitation reasonable attorney’s fees) incurred bySilicon in connection with or related to this Note, or its enforcement, whetheror not suit be brought.  The Borrowerhereby waives presentment, demand for payment, notice of dishonor, notice ofnonpayment, protest, notice of protest, and any and all other notices anddemands in connection with the delivery, acceptance, performance, default, orenforcement of this Note, and the Borrower hereby waives the benefits of anystatute of limitations with respect to any action to enforce, or otherwiserelated to, this Note.

 

This Note is secured by the Loan Agreement and allother present and future security agreements between the Borrower andSilicon.  Nothing herein shall be deemedto limit any of the terms or provisions of the Loan Agreement or any otherpresent or future document, instrument or agreement, between the Borrower andSilicon, and all of Silicon’s rights and remedies hereunder and thereunder arecumulative.

 

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

 

No waiver or modification of any of the terms or provisionsof this Note shall be valid or binding unless set forth in a writing signed bya duly authorized officer of Silicon, and then only to the extent thereinspecifically set forth.  If more thanone person executes this Note, their obligations hereunder shall be joint andseveral.

 

SILICON, BY ITS ACCEPTANCE HEREOF, AND BORROWER EACHHEREBY 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 OTHERPRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN SILICON AND BORROWER; OR(iii) ANY CONDUCT, ACTS OR OMISSIONS OF SILICON OR BORROWER OR ANY OF THEIRDIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONSAFFILIATED WITH SILICON OR BORROWER; IN EACH OF THE FOREGOING CASES, WHETHERSOUNDING IN CONTRACT OR TORT OR OTHERWISE.

 

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

 
|   | Endocardial Solutions,  Inc.,  a Delaware corporation |
|--------|-------------------------------------------------------|
|   |                                                  |
|   |                                                  |
|   | By                                                    |  /s/ J. Robert Paulson, Jr. |
|   | Title                                                 | V.P., CFO |
|        |                                                       |  |  |

 

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