Exhibit 10.1


    
      

      

    

    


    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 

     

    
      	
            	1.	
              €4,500,000
                (four million, five hundred thousand euro) by way of Bank
                loan.

            


    

    


    


    Purpose

     

    
      	 	
              1.

            	
              To
                facilitate repatriation of funds to US parent company under US Government
                tax incentive scheme, Homeland Investment
                Act.

            


    

    


    


    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.

    


    
      	 	
              1.

            	
              The
                Interest Rate applicable is a fixed money market rate. Money market
                rates
                are calculated by totalling the following:- 
                (A)

                The
                  Bank's Cost of Funds for the selected period. The actual rate will
                  be
                  determined with reference to the market on the date of drawdown.
                  If
                  EURIBOR is utilised the actual rate will be determined with reference
                  to
                  the market two days prior to drawdown

                (B)

                Cost
                  of Liquidity (if applicable)

                (C)

                The
                  Banks Fixed Margin of .7% per annum. Any break costs incurred in
                  amending
                  a fixed rate will be borne by the borrower. While the actual rate
                  will be
                  determined at date of drawdown, indicative all inclusive rates
                  for a
                  number of fixed interest periods are as follows:-

                3
                  Months: 3.17%        6
                  Months:
                  3.32%        12
                  Months: 3.52% 

              

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


     

    Terms
      of Facilities and Repayment 

     

    Exact
      repayments will be determined on date of drawdown based on the interest rate
      then prevailing. 

    


    
      	 	
              1.

            	
              The
                Commercial Mortgage is repayable over 120 months by way of monthly
                repayments of €44,519.14, commencing one month from drawdown. This
                repayment figure is quoted for information purposes only and is based
                on
                the 12-month
                indicative fixed rate interest rate quoted above. The actual repayment
                figure will be determined on the date of drawdown by reference to
                the
                interest rate then applying for the selected period.
                

            


    

    


    


    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 

     

    
      	
              ·

            	
              Letter
                of Guarantee from US Bank National Association, Seattle guaranteeing
                the
                Borrower's liabilities in the amount of €4,500,000 in respect of principal
                together with interest and costs accrued
                thereon.

            


    

    


    


    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:

    
      	 	
              1.

            	
              Security
                as outlined above to be in place in a manner acceptable to the Bank
                and
                its Legal Advisors prior
                to drawdown of the facility.

            


    

    


    
      	 	
              2.

            	
              The
                Borrower's Auditors/Accountants to confirm to the Bank, prior to
                drawdown,
                that : 

            


    

    
      	 	
              i)

            	
              Tax
                affairs under all headings are in order and
                

            


    

    
      	 	
              ii)

            	
              The
                Company’s is eligible to avail of the Homeland Investment Act to the
                extent of the loan.

            


    

    


    
      	 	
              3.

            	
              Security
                to be to the satisfaction of Global Markets and the Bank’s solicitor or
                solicitors nominated by them.

            


    

    


    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: 

    
      	 	
              1.

            	
              To
                comply with all covenants, undertakings and provisions set out in
                the
                attached appendix.

            


    

    


    
      	 	
              2.

            	
              Any
                financial information that the Bank may reasonably require from time
                to
                time to be supplied to the Bank.

            


    

    


    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

    


    
      	
              dated
                the 

            	
              0

            	
              6

            	
              (day
                of)

            	
              1

            	
              2

            	
              (month)

            	
              2

            	
              0

            	
              0

            	
              5

            	
              (year).

            


    

    


    
      	 	
              /s/
                Kevin L.
                Cornwell                          
                

            	
              DATE

            	
              0

            	
              6

            	
              1

            	
              2

            	
              2

            	
              0

            	
              0

            	
              5

            
	
              Authorised
                Signatory

            	 	 	
              D

            	
              D

            	
              M

            	
              M

            	
              Y

            	
              Y

            	
              Y

            	
              Y

            
	 	
              /s/
                Paul O.
                Richins                               
                

            	
              DATE

            	
              0

            	
              6

            	
              1

            	
              2

            	
              2

            	
              0

            	
              0

            	
              5

            
	
              Authorised
                Signatory

            	 	 	
              D

            	
              D

            	
              M

            	
              M

            	
              Y

            	
              Y

            	
              Y

            	
              Y

            


    

    


     

     

     

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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:

       

      
        	
              	(i)	
                Security/drawdown
                  requirements as outlined herein, have been completed and executed
                  in a
                  form, or manner and content acceptable to the Bank and its legal
                  advisers.

              


      

       

      
        	
              	(ii)	
                No
                  material adverse change has occurred in the Borrower’s business,
                  undertaking, assets or financial condition since the date of its
                  latest
                  Annual Accounts as provided to the
                  Bank.

              


      

       

      
        	
              	(iii)	
                That
                  the Offer Letter has been duly executed by the
                  Borrower(s).

              


      

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


       

      2.
        Representations and Warranties

       

      The
        Borrower hereby represents and warrants to the Bank that:

       

      
        	
              	(i)	
                The
                  execution and delivery of this Offer Letter will not contravene
                  its
                  Memorandum and Articles of Association nor any agreement indenture
                  or
                  other instrument, which is binding upon it, or any member of the
                  Group.

              


      

       

      
        	
              	(ii)	
                Neither
                  it nor any member of the Group is engaged nor about to engage in
                  any
                  litigation or arbitration of any material importance and to the
                  best of
                  the knowledge information and belief of the Borrower no such litigation
                  or
                  arbitration is pending or threatened against it or any members
                  of the
                  Group.

              


      

       

      
        	
              	(iii)	
                It
                  has, and each member of the Group has complied with all directives,
                  laws,
                  orders, regulations, statutes, statutory instruments or other requirements
                  howsoever arising.

              


      

       

      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

       

      
        	(i)	
                Bank
                  of Ireland Rates:

              


      

       

      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.

       

      
        	(ii)	
                Market
                  Related Rates

              


      

       

      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:

       

      
        	(la)	
                Cost
                  of Funds

              


      

       

      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

       

      
        	(1b)	
                EURIBOR

              


      

       

      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
        value on an adjusted 365 day count basis, for a period corresponding to the
        relevant interest rate period) are being offered within the EMU zone, by
        one
        prime bank to another at 11.00 am. (Brussels time).

       

      Euribor
        will be quoted to the Bank on a 360 day count basis, adjusted to a 365 day
        count
        to take account of existing market practice in Ireland. The amount of interest
        will vary only to the extent of differences attributable to rounding, when
        the
        rate is adjusted from 360 to 365 days.

       

      Euribor
        can be availed of on any Rate Fixing Day. Rate Fixing Day means any day on
        which
        banks are open for general business in Ireland and ‘Target’ is operating.
‘Target’ means the ‘Trans European Automated Real-Time Gross Settlement Express
        Transfer’ System to facilitate, inter alia, large value inter-bank same day
        payments, which is scheduled to operate every day excluding Saturdays, Sundays,
        Christmas Day, 26th December, New Year’s Day, Good Friday, Easter Monday and 1st
        May.

       

      
        	(2)	
                Liquidity
                  Costs /Reserve Asset Cost

              


      

       

      Such
        additional percentage rate as the Bank shall determine to be necessary to
        compensate the Bank, for the cost to the Bank, during the period of the
        facility, of funding or maintaining a facility in the relevant amount, by
        reason
        of the Reserve Asset Requirement relative to such period. Reserve Asset
        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.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


       

      
        	(3)	
                Bank
                  Lending Margin

              


      

       

      The
        margin is as stated earlier in this Offer Letter. Such margin may be increased
        at any time, at the discretion of the Bank, if, in the opinion of the Bank,
        there is an Event of Default or failure to complete and deliver security
        in the
        form specified in this Offer Letter or where the Bank has permitted drawdown
        without satisfaction of Conditions precedent in this Offer Letter. Such increase
        in margin will be notified to the Borrower in writing and will be effective
        from
        the date specified therein.

       

      Market
        Related Drawdown/Rollover Procedures

       

      Drawdowns
        and rollovers of facilities may only be accommodated on a Business Day. For
        a
        facility which will be determined, inter alia, by reference to Euribor, the
        Bank
        must be advised on a Business Day, which is two Rate Fixing Days prior to
        date
        of the proposed drawdown. For all other facilities, the Bank may be advised
        on
        the day of drawdown.

       

      All
        facilities based on Market Related Rates are subject to interest rate period
        determined on the date of original drawdown or such other period (i.e. 1,
        3, 6
        or 12 months), as may be agreed between Banker and Borrower.

       

      On
        the
        termination of the original interest rate period and all subsequent interest
        rate periods determined, unless the Bank is contacted by the Borrower in
        accordance with these provisions, the Bank will rollover the facility for
        the
        same interest rate period, as originally determined, at the prevailing interest
        rate on the date of rollover, for the relevant interest period.

       

      In
        the
        case of a rate being determined, inter alia, by reference to Euribor, the
        rate
        applicable will be set two Rate Fixing Days prior to rollover.

       

      The
        Borrower will be notified in writing of the new interest rate and next rollover
        date.

       

      Calculation
        of Interest and Conversions

       

      For
        all
        facilities set out in this Offer Letter, the Bank will determine the rate
        of
        interest. Interest will be calculated and accrued daily on the basis of a
        365
        day count and be computed and payable by the Borrower on the daily balance
        outstanding (after adjustment is made for items in the course of collection)
        on
        the facility and shall be compoundable at such quarterly or other periodic
        rests
        as the Bank, in its absolute discretion, shall determine and in accordance
        with
        the Bank’s practice for accounts, from time to time.

       

      For
        all
        facilities subject to a repayment schedule, any variation in the interest
        rate
        (whether arising because of an adjustment of interest rates, as between one
        fixed rate period and another fixed rate period or otherwise) may be
        accommodated at the discretion of the Bank by way of:

       

      
        	(a)	
                an
                  adjustment to the amount of the repayments during the remaining
                  period of
                  the facility:

              


      

       

      or

       

      
        	(b)	
                an
                  adjustment of the number of repayments within the remaining period
                  of the
                  facility:

              


      

       

      or

       

      
        	(c)	
                an
                  adjustment in the amount of the final
                  repayment.

              


      

       

      If
        no
        such adjustment is made, repayments will continue until the facility, together
        with interest, is repaid notwithstanding that this may alter the period
        originally envisaged.

       

      As
        and
        when it is considered necessary or desirable, the Bank will make such
        adjustments, amendments or variations to the terms of this letter as it
        considers appropriate, due to the impact of the third stage of EMU and any
        consequent changes in market practices, so as to put the Bank in the same
        position, as far as possible, as it would have been in if no such event had
        occurred.

       

      Change
        in the Method of Calculation of Interest for all facilities set out in this
        Offer Letter

       

      The
        method for calculating interest and the interest rate may be changed in respect
        of all facilities from time to time at the Bank’s absolute discretion, whether
        to take account of a change in prevailing market conventions in Ireland or
        otherwise. In the event of such change occurring during the continuance of
        this
        facility, the Bank will give to the Borrower one month’s prior notice that such
        change is to take place with effect from the date of expiry of such
        notice.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


       

      
        	6.	
                Early
                  Repayment

              


      

       

      
        	(1)	
                Variable
                  Rates

              


      

       

      Repayments
        in excess of those stated in this Offer Letter may be made at any time during
        the term of a variable rate advance, without penalty.

       

      
        	(2a)	
                Fixed
                  Rates/ Market Related
                  Rates

              


      

       

      Early
        repayments in minimum amounts of EUR10,000 or multiples thereof, are allowed
        on
        market related and fixed rate facilities/loans, subject to the provisions
        under
‘ Funding Sum’ clause below, and to the Borrower providing 3 Business days prior
        notice, in writing, to the Bank. Any such notice shall be irrevocable and
        shall
        oblige the Borrower to repay the amount, on the date specified.

       

      Early
        repayments will be applied in inverse order of maturity and amounts repaid
        will
        not be available for redrawing.

       

      
        	(2b)	
                Funding
                  Sum

              


      

       

      There
        will be a funding sum payment by the Borrower in the event of:

       

      
        	 	
                ·

              	
                early
                  repayment in full

              


      

       

      
        	 	
                ·

              	
                partial
                  early repayment(s)

              


      

       

      
        	 	
                ·

              	
                conversion
                  to a variable interest rate

              


      

       

      
        	 	
                ·

              	
                conversion
                  to another fixed interest rate, within the initial fixed rate period
                  or
                  any further fixed rate period

              


      

       

      
        	 	
                ·

              	
                failure
                  to drawdown a facility for which the rate has been booked with
                  the Bank in
                  advance

              


      

       

      The
        funding sum will be the amount calculated by the Bank of all losses, costs
        and
        expenses arising from such events. A certificate of an officer of the Bank
        as to
        the amount of the funding sum shall be conclusive in the absence of manifest
        error.

       

       

      7A.
        Interest Surcharges

       

      1.    The
        facility must operate within an authorised credit limit. Where overdrafts
        occur
        without prior authorisation or are not repaid when demanded, or in the event
        of
        excesses over the authorised credit limit amounts, such unauthorised overdrafts
        or excesses or unpaid amounts are subject to an additional interest charge
        at
        the rate of 0.75% per month or part of a month (i.e. 9% per annum) subject
        to a
        minimum charge of €2.54 per month in addition to the relevant interest charge to
        accrue both before and after any judgment, as appropriate. Any such additional
        interest charge will apply to the amount and for the period of such unauthorised
        overdrafts or excesses and will apply to unpaid amounts from the period when
        due
        until payment and shall be charged to the Customer’s accounts and payable at the
        same time, in the same manner as the relevant interest charge, currently
        quarterly. The above-mentioned rate or minimum amount may at any time and
        from
        time to time be changed by the Bank at its absolute discretion, subject to
        prior
        approval of the relevant regulatory authority. Additionally, where excesses
        occur, the Bank may, at its discretion alter the amount, which is subject
        to an
        additional interest charge. In the event of any such change or alteration
        occurring during the continuance of the Facility, the Bank will give the
        Customer a minimum of one month’s prior notice that such change or alteration is
        to take place. Any such additional interest charge is Intended to constitute
        liquidated damages to the Bank including compensation for its increased
        administrative and related general costs occasioned by such unauthorised
        overdrafts or excesses occurring on the part of the Customer or non-payment
        when
        due. Notice under this clause may be given by the Bank to the Customer by
        any
        means that the Bank considers reasonable.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


       

      2.    A
        basic
        requirement is that an overdraft must revert to credit for at least 30 days
        in
        all, whether consecutively or otherwise, during the 12 month period from
        either
        the date of sanction or from the date of any subsequent new permission, if
        granted, and for any subsequent twelve month period. Where an overdraft fails
        to
        meet the above requirement the interest rate is revised and a higher rate
        will
        be charged once for that 12 month period retrospectively. The higher rate
        will
        consist of the then applicable interest rate plus 0.5% per annum of the average
        full overdraft balance which is applied at the following quarters interest
        posting. The above- mentioned rate may at any time and from time to time
        be
        changed by the Bank at its absolute discretion subject to prior approval
        of the
        relevant regulatory authority.

       

      3.    Any
        and
        all amounts owing by the Borrower to the Bank from time to time under any
        overdraft facility whether listed in the Offer Letter or not shall be repayable
        on the Bank’s demand at any time and the Bank shall be entitled to cancel its
        commitment to lend to the Borrower or to honour an instruction of the Borrower
        in relation to any such overdraft facility by such demand.

       

      


      7B.
        Interest Set Off

       

      Should
        the Bank agree to a formal set off arrangement for interest purposes between
        two
        or more current accounts, a 1% per annum charge (unless otherwise specified)
        is
        payable on the current account balances set off. Interest set off is charged
        to
        the Borrower’s account and payable at the same time and in the same manner as
        the normal interest charge.

       

       

      7C.
        Referral Item Fees

       

      Any
        debit
        or cheques that cause an account to exceed its approved limit is/are subject
        to
        a referral item fee of €4.63 (currently) per item.

       

      Legal
        & Other Charges

       

      The
        Borrower shall pay to the Bank on demand, all legal charges and other costs
        and
        expenses in addition to any stamp duty or any other duty or out- of-pocket
        expenses incurred by the Bank, in connection with the preparation, negotiation,
        execution, enforcement and realisation of the facility(ies) or any security
        held
        from time to time. The Borrower hereby authorises the Bank to debit any accounts
        with the Bank or with any other Bank or financial institution in the name
        of the
        Borrower with any and all of the foregoing amounts, as they arise from time
        to
        time.

       

      Any
        survey or valuation fees will be the responsibility of the
        Borrower.

       

      


      8.
        Covenants

       

      8.1
        The Companies Act 1990 (“the Act”)

       

      
        	(a)	
                Where
                  the Borrower is a limited company, the following covenants will
                  apply:

              


      

       

      
        	
              	i.	
                The
                  Borrower will notify the Bank if restrictions are imposed on any
                  of its
                  shares, pursuant to any section of the
                  Act.

              


      

       

      
        	
              	ii.	
                The
                  Borrower will notify the Bank of any report made by any inspectors,
                  arising from an investigation of the Borrower or its ownership
                  and will
                  provide a copy of the report, if one has been supplied to the
                  Borrower.

              


      

       

      
        	
              	iii.	
                The
                  Borrower will notify the Bank if any Disclosure Order is made,
                  relating to
                  any shares or debentures in the Borrower’s name, pursuant to the
                  provisions of the Act.

              


      

       

      
        	
              	iv.	
                The
                  Borrower will notify the Bank if any director has been the subject
                  of a
                  Declaration Order or a Disqualification
                  Order.

              


      

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


       

      
        	(b)	
                If
                  shares (“The Shares”) in a company are being taken as security, the
                  following covenants will apply:

              


      

       

      
        	
              	i.	
                The
                  Borrower will notify the Bank if any restrictions are imposed on
                  the
                  Shares which it holds by way of security, pursuant to any provisions
                  of
                  the Act.

              


      

       

      
        	
              	ii.	
                The
                  Borrower will notify the Bank and the PLC in which the Shares are
                  held if,
                  during the duration of the facility, the interest of the Borrower
                  in the
                  Shares of the PLC, at any time equals or exceeds 5% of any class
                  of shares
                  in the PLC carrying the rights to vote at general
                  meetings.

              


      

       

      
        	
              	iii.	
                The
                  Borrower will comply with any notice served on him by the PLC to
                  furnish
                  information relating to the Shares of the PLC and to notify the
                  Bank if
                  any such notice has been served on
                  him.

              


      

       

       

      8.2
        Environmental Covenant

       

      The
        Borrower covenants with the Bank that it will obtain all requisite environmental
        licences, within the meaning of the Environmental Protection Agency Act 1992
        as
        amended, or analogous legislation, and will comply with the terms of all
        such
        licences and all other environmental law, concerning the protection of human
        health or the environment or the conditions of the work place or the generation,
        transportation, storage or disposal of dangerous substances.

       

      The
        Borrower will notify the Bank of all communications received in respect of
        any
        modification, suspension or revocation of any environmental licence applicable
        to it and/or any alleged breach of any Environmental Law.

       

       

      8.3
        Environmental Indemnity

       

      The
        Borrower hereby indemnifies the Bank against any costs or expenses suffered
        or
        incurred, which arise by virtue of an act or alleged breach of the Environmental
        Protection Agency Act 1992 as amended, or analogous legislation or other
        applicable environmental law concerning the protection of human health or
        the
        environment or the conditions of the work place or the generation,
        transportation, storage or disposal of dangerous substances.

       

       

      
        	9.	
                Indemnity

              


      

       

      By
        acceptance of this Offer Letter, the Borrower agrees to indemnify the Bank
        against any liability which might accrue to the Bank for Capital Gains Tax
        under
        the terms of Section 56 of the Finance Act 1983, as the same may be amended
        or
        varied from time to time.

       

      The
        Borrower hereby fully indemnifies the Bank from and against:

       

      (i)
        all
        unpaid commission, fees, interest, charges (including legal charges), losses,
        costs and expenses payable in respect of the Borrowers liabilities together
        with
        any funding fees, broken funding costs, damages, liabilities or any other
        amount
        due or to become due under this Offer Letter and

       

      (ii)
        any
        liabilities in connection with interest and foreign exchange transactions
        or any
        liability in connection with interest and currency hedging and swap agreements,
        forward rate agreements, interest and currency futures or options, interest
        rate
        caps, interest rate floors, interest rate collars, gilt and cash options
        and any
        other forms of financial instruments which may be incurred by the Bank in
        respect of the Borrower’s liabilities under this Offer Letter arising out of any
        Event of Default or any drawdown, rollover or repayment/early repayment of
        the
        facilities under this Offer Letter or otherwise in connection with these
        facilities or the security in respect of these facilities or which may be
        incurred in liquidating or deploying deposits from third parties acquired
        to
        make, maintain or fund the facility/facilities (or any part of
        it/them).

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


       

      10.
        Events of Default

       

      Notwithstanding
        the demand nature of certain facilities, Bank of Ireland reserves the right
        to
        terminate its commitment to transact business hereunder and to call for the
        immediate early repayment of all outstandings on the occurrence of any Event
        of
        Default, unless such Event of Default has been waived in writing by the
        Bank.

       

      The
        following will constitute an Event of Default:

       

      
        	
              	i.	
                The
                  breach of any covenant, condition, or term outlined herein (ifany),
                  or in
                  associated documentation.

              


      

       

      
        	
              	ii.	
                If
                  the Borrower defaults in the payment of any principal, interest,
                  or other
                  amount payable hereunder when due.

              


      

       

      
        	
              	iii.	
                The
                  death or bankruptcy of the Borrower (if the Borrower is an
                  individual).

              


      

       

      
        	
              	iv.	
                If
                  any security over the assets of the Borrower or part thereof, becomes
                  enforceable, whether or not the security-holder thereof takes any
                  steps to
                  enforce the same.

              


      

       

      
        	
              	v.	
                If
                  the Borrower, or any member of the Group, stops, or threatens to
                  stop,
                  payment to its creditors, or ceases, or threatens to cease to carry
                  on its
                  business, or any part thereof, or changes the nature of its business,
                  or
                  any part thereof, which is material to the Borrower and/or any
                  member of
                  the Group.

              


      

       

      
        	
              	vi.	
                If
                  an Order is made or an effective resolution is passed for the winding
                  up
                  of the Borrower or any member of the Group, other than for the
                  purpose of
                  amalgamation or reconstruction, the terms of which have been agreed
                  by the
                  Bank.

              


      

       

      
        	
              	vii.	
                If
                  a Receiver is appointed over any of the assets of the Borrower
                  or any
                  member of the Group.

              


      

       

      
        	
              	viii.	
                If
                  a petition is presented before any competent court, or an Order
                  made, or a
                  notice published or issued by any competent court or any analogous
                  proceeding, or any action whatsoever is taken for the appointment
                  of an
                  Administrator, an Administrative Receiver, an Examiner, a Liquidator,
                  a
                  Receiver, a Trustee or any similar Officer to the Borrower or any
                  related
                  Company or any member of the Group, or over all or a substantial
                  part of
                  the assets of any Related Company. A Related Company will have
                  the meaning
                  ascribed to it in Section 4 (5) of the Companies (Amendment) Act
                  1990.

              


      

       

      
        	
              	ix.	
                If
                  a petition is presented for the winding up of the Borrower or any
                  member
                  of the Group by the appropriate Minister, on foot of an investigation,
                  or
                  where a Court decides to make an Order for the winding up of the
                  Borrower
                  or any member of the Group, under the provisions of the Companies
                  Act
                  1990.

              


      

       

      
        	
              	x.	
                If,
                  in the opinion of the Bank, there occurs any material adverse change
                  in
                  the Borrower’s business, undertaking, assets or financial
                  condition.

              


      

       

      
        	
              	xi.	
                If
                  it becomes impossible or unlawful for the Borrower or the provider
                  of
                  security, to comply with or fulfil any of its obligations in this
                  letter,
                  or for the Bank to exercise any of its rights or
                  powers.

              


      

       

      
        	
              	xii.	
                If
                  a guarantee, indemnity or letter of credit, which is being relied
                  upon by
                  the Bank ceases, for any reason, to be in full force or effect
                  or if a
                  party providing such a guarantee, indemnity or letter of credit
                  notifies
                  or purports to notify the Bank of his, her or its intention to
                  terminate
                  his, her or its liability
                  thereunder.

              


      

       

      
        	
              	xiii.	
                If
                  any provision of this letter is, or becomes invalid or
                  unenforceable.

              


      

       

      
        	
              	xiv.	
                If
                  the Bank becomes aware that restrictions have been imposed on any
                  shares
                  of the Borrower, pursuant to the provisions of the Companies Act
                  1990.

              


      

       

      
        	
              	xv.	
                If
                  a Disclosure Order is made, which relates to any shares or debentures
                  of
                  the Borrower, pursuant to the provisions of the Companies Act
                  1990.

              


      

       

      
        	
              	xvi.	
                If
                  a Declaration Order or a Disqualification Order is made under the
                  Companies Act 1990, affecting a Director of the
                  Borrower.

              


      

       

      
        	
              	xvii.	
                If
                  the Borrower does not comply with all licenses necessary for the
                  conduct
                  of his/her/its business in a lawful manner, and without prejudice
                  to the
                  generality of the foregoing, all applicable Environmental Laws
                  or
                  Environmental Licences and that non-compliance has, in the opinion
                  of the
                  Bank, a material adverse affect on its financial condition or on
                  its
                  ability to perform its obligations under this
                  letter.

              


      

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


       

      
        	
              	xviii.	
                If
                  any indebtedness or obligation of the Borrower, or any member of
                  the Group
                  responsible for the repayment of any part of Bank debt, becomes
                  due and
                  payable prior to the specified due date, as a result of any default
                  thereunder or is otherwise not paid when
                  due.

              


      

       

      
        	
              	xix.	
                If
                  any event similar or analogous to those set in paragraphs (i) to
                  (xviii)
                  occurs which affects a person providing a guarantee, indemnity
                  or letter
                  of credit relied upon by the Bank.

              


      

       

      


       

      11.
        European Investment Bank Funding

       

      Where
        any
        part of the above facilities has been funded by way of advance from the European
        Investment Bank (“EIB”) to the Bank:-

       

      
        	
              	1.	
                The
                  Borrower shall use the facility exclusively for the purpose outlined
                  above

              


      

       

      
        	
              	2.	
                The
                  Borrower shall from time to time permit persons appointed by the
                  EIB to
                  inspect sites, installations and works on which any part of the
                  facilities
                  provided herein have been expended and will provide such persons
                  with all
                  the necessary information and assistance for the purposes of their
                  inspection.

              


      

       

      
        	
              	3.	
                The
                  Borrower shall comply with any Environmental
                  Law

              


      

       

      
        	
              	4.	
                The
                  Borrower shall confirm to the Bank that the Borrower is not a defendant
                  in
                  proceedings brought by the European
                  Commission

              


      

       

       

      12.
        No Assignment

       

      The
        Company shall not be entitled to assign the benefit of this Offer
        Letter.

       

      The
        Bank
        shall be entitled to transfer and/or assign the benefit of this Offer Letter
        and
        the benefit of the security outlined in this Offer Letter to any subsidiary
        of
        the Bank or any other Bank or company. This Offer Letter shall enure to the
        benefit of the successors, transferees and assigns of the Bank.

       

       

      13.
        Disclosure of Information

       

      The
        Bank
        may make appropriate enquiries in relation to and arising from the offer
        and may
        disclose information relating to the facilities to any credit reference bureau
        or agency.

       

      The
        Bank
        is hereby authorised to disclose information relating to the facilities or
        any
        security held to any person acting as agent of the Bank in connection with
        the
        facilities or any such security held.

       

      The
        Borrower irrevocably authorises and consents to any future transfer or
        assignment of the debt and any security held, as part of a loan transfer
        and
        securitisation scheme or otherwise and to the disclosure of any information
        relating to the debt and any security held to the transferee, assignee or
        other
        party, whether in connection with a loan transfer or securitisation scheme
        or
        any other type of transfer or assignment.

       

      To
        the
        extent that any of the information referred to in the foregoing paragraphs
        constitutes personal data, within the meaning of the Data Protection Act
        1988 as
        amended, the Borrower agrees that the foregoing authorisations shall constitute
        appropriate consent for the purposes of the Data Protection Act 1988 as
        amended.

       

       

      14.
        Notice Provisions

       

      Any
        notice or demand to be given hereunder shall be in writing and shall be deemed
        duly given, upon being left at the Borrower’s last known address or registered
        office or place of business or 48 hours after having been posted by pre-paid
        post to the Borrower at the Borrower’s last known address or registered office
        or place of business.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      15.
        Law and Jurisdiction

       

      This
        Offer Letter shall be governed by and construed in accordance with the laws
        of
        Ireland.

       

      The
        Borrower hereby irrevocably submits to the jurisdiction of the Courts in
        Ireland
        for all purposes of the Offer Letter.

       

      The
        Borrower irrevocably agrees that nothing herein shall preclude the right
        to
        bring proceedings in any other Court of competent jurisdiction as the Bank
        may
        elect and that legal proceedings in any one or more jurisdiction shall not
        prejudice legal proceedings in any other jurisdiction.