utmd10k123108ex10-1.htm


    
      

      

    

    
      EXHIBIT
10

      


      AMENDMENT
to LOAN AGREEMENT between

      UTAH
MEDICAL PRODUCTS LIMITED and BANK OF IRELAND

       

       

      
        
          

        

        Bank
Of Ireland, Business Banking 

        
          

        

        


      

      Private
and Confidential

      


      Our
Ref:  LS/901634/1017069  / 08W2334163

      


      Date: 12th March
2008

      Regional
Business Unit North West / Midlands: Athlone

      Branch:
Athlone

      


      The
Secretary

      Utah
Medical Products Limited

      Utah
Medical Products, Inc.

      7043
South 300 West

      Midvale

      UT
84047

      
        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 12th March 2008 which is deemed to form
part of this Offer Letter, Bank of Ireland will make available to Utah Medical Products Limited
the following facility/ies:

       

      Amount & Type of
Facility

       

      
        	
                ·

              	
                €2,620,399
      (two million, six hundred and twenty thousand, three hundred and ninety
      nine euro) by way of Loan. (Renewal)

                 

              


      

      Purpose

       

      
        	
                ·

              	
                Continuation
      of existing facility on terms and conditions previously accepted by Utah
      Medical Products Limited.

                 

              


      

      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.

      


      
        	
                ·

              	
                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 1.1% 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:  5.77%                                 6
      Months:
      5.76%                     12
      Months:  5.75%

                 

              


      

       

      
        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

      


      Terms of Facilities and
Repayment

       

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

      


      
        	
                ·

              	
                The
      Loan is repayable over 93 months by way of monthly repayments of
      €34975.95, commencing one month from renewal. This repayment figure is
      quoted for information purposes only and is based on the 3-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 is as listed below:

       

      SECURITY
HELD

      Following
full and final discharge by the Customer of the loan facility and any other
Bank facilities secured by this security, any security documentation
conferring ownership rights is being held in safekeeping by the Bank, until we
receive a written request for release of the same by the customer, or at the
option of the Bank, may be returned to the Customer or the Customer's
solicitor or in the event that the security was obtained from a loan
Guarantor, the Guarantor or the Guarantor's solicitor.

       

      
        	
                 
      

              	
                ·

              	
                Letter
      of Guarantee from 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. (To be released upon perfection
      of the new Guarantee below)

              


      

      


      ADDITIONAL
SECURITY REQUIRED

      


      
        	
                 
      

              	
                ·

              	
                Letter
      of Guarantee from Utah Medical Products, Inc. guaranteeing the Borrower's
      liabilities in the amount of *Eur2,621,000 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.

              	
                Security
      to be taken by the Bank’s Legal Advisors or solicitors nominated by them
      & the proposed wording of the guarantee to be approved by the US Legal
      Advisors nominated by the bank.

              


      

       

      
        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

      


      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.

              


      

      


      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.

      


      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 22nd February 2009. 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
Freehill

      Senior
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

                      	
                        1

                      	
                        4

                      	
                         (day
      of)

                      	
                        0

                      	
                        3

                      	
                         (month)

                      	
                        2

                      	
                        0

                      	
                        0

                      	
                        8

                      	
                         (year).

                      


              

            

          

        

      

      


       

      
        
          
            
              
                
                  	 
      	
                          /s/
      Kevin L. Cornwell

                        	
                          DATE

                        	
                          1

                        	
                          4

                        	
                          0

                        	
                          3

                        	
                          2

                        	
                          0

                        	
                          0

                        	
                          8

                        
	
                          Authorised
      Signatory

                        	 
      	 
      	
                          D

                        	
                          D

                        	
                          M

                        	
                          M

                        	
                          Y

                        	
                          Y

                        	
                          Y

                        	
                          Y

                        
	 
      	
                          /s/
      Paul O. Richins

                        	
                          DATE

                        	
                          1

                        	
                          4

                        	
                          0

                        	
                          3

                        	
                          2

                        	
                          0

                        	
                          0

                        	
                          8

                        
	
                          Authorised
      Signatory

                        	 
      	 
      	
                          D

                        	
                          D

                        	
                          M

                        	
                          M

                        	
                          Y

                        	
                          Y

                        	
                          Y

                        	
                          Y

                        


                

              

            

          

        

      

      


      


       

      


      


      


       

      
        	
                Warning,
      if you do not meet the loan repayments of your loan, your account will go
      into arrears. This may affect your credit
  rating.

              


      

      


       

      


      
        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

      


      Appendix to Offer Letter
Dated 12th March 2008 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 Financial Regulator, 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).

              


      

       

      
        	
                (iv)

              	
                The
      borrower has fulfilled all of the Bank of Ireland’s requirements regarding
      the opening and operating of Accounts including any requirements
      concerning the prevention of money laundering as contained within the
      provisions of the Criminal Justice Act 1995 and in compliance with the
      Anti Money Laundering (AML) identification documentation and Personal
      Customer Identification Forms (PCIF)
  requirements.

              


      

       

      
        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

       

      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.

       

      Unless
written request is received from the customer, any security documentation
conferring ownership rights will be held as safekeeping by the
Bank.

       

       

      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
Market 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.

       

       

      7.
Overdrafts

       

      7A. Overdraft
Limit

       

      1.      Any
overdraft must operate within an authorized credit limit.

       

      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.

       

       

      8.  Interest
Surcharges

       

      8A.
Interest Surcharges Rates and amounts on which Interest Surcharges will be
charged

       

      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 of €2.54 per month will be paid by the
Borrower on the following amounts;

             

      
        
          	(i) 	any
      amount not paid by the Borrower to the Bank by its due date.
	 	 
	
                  (ii)

                	
                  any
      amount not repaid on the Bank’s demand where such demand is made in the
      case of an Overdraft facility or other facility repayable on
      demand;

                


        

      

       

      
        	
                (iii)

              	
                any
      outstandings which become repayable by the Borrower to the Bank following
      the occurrence of an Event of Default pursuant to Clause 12 of these Term
      and Conditions; and

              


      

       

      
        	
                (iv)

              	
                the
      amount of any overdrawn balance which has not been authorised by the
      Bank’s prior agreement or any overdrawn balance which is in excess of the
      overdraft limit authorised by the Bank’s prior
  agreement.

              


      

       

      
        8B.
Periods of Accrual of Interest Surcharge

      

       

      The
additional interest charges provided for above shall accrue;

       

      
        	
                (i)

              	
                in
      the case of any sum not paid by the Borrower on its due date, from such
      date until the relevant sum is paid in
full;

              


      

       

      
        	
                (ii)

              	
                in
      the case of any sum repayable by the Borrower on the Bank’s demand (and
      whether such sum is outstanding by way of Overdraft or otherwise), from
      the date of such demand until the relevant sum is repaid in
      full;

              


      

       

      
        	
                (iii)

              	
                in
      the case of any outstandings which have become repayable by the Borrower
      to the Bank pursuant to Clause 12 of these Terms and Conditions (Events of
      Default), from the date from which such outstandings become payable or
      repayable to the Bank pursuant to Clause 12 of these Terms and Conditions
      until such outstandings are repaid or discharged in
  full;

              


      

       

      
        	
                (iv)

              	
                in
      the case of any unauthorised Overdraft balance or any excess over an
      authorised Overdraft balance, from the date such unauthorised Overdraft
      balance or excess occurs until it is repaid in full;
  and

              


      

       

      
        	
                (v)

              	
                in
      all cases both before and after judgment as
  appropriate.

              


      

       

      
        8C.
Surcharge Interest - Additional

      

       

      The
Borrower shall discharge interest due to the Bank at the rate relevant to the
amounts owing by the Borrower to the Bank in addition to any amount of
additional interest as provided for in this Clause 8.

       

      
        8D.
When and How Surcharge Interest is Payable

      

       

      The
additional interest charge provided for in this Clause 8 shall be payable by the
Borrower to the Bank at the same time and in the same manner as the relevant
interest charge, currently quarterly.  Such additional interest shall
be charged to the Borrower’s account or accounts with the Bank.

       

      
        8E.
Liquidated Damages

      

       

      Any such
additional interest charge as is provided for in this Clause 8 is intended to
constitute liquidated damages to the Bank including compensation for its
increased administrative and related general costs occasioned by:

       

      
        	
                (i)

              	
                the
      Borrower’s default in payment of any amount when due including when such
      amount becomes due on the Bank’s demand; and
or

              


      

       

      
        	
                (ii)

              	
                the
      Borrower causing any unauthorised Overdraft or any unauthorised excess
      over an authorised Overdraft limit to occur; and
  or

              


      

       

      
        	
                (iii)

              	
                the
      Borrower otherwise defaulting in respect of the Borrower’s obligation to
      the Bank.

              


      

       

      
        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

      


      
        8F.
Change in Interest Surcharges

      

       

      The rate
or minimum amount of additional interest charge provided for in Clause 8A above
may at any time and from time to time be changed by the Bank at its absolute
discretion, subject to approval by the relevant Regulatory
Authority.

       

      In the
event of any such change or alteration occurring during the continuance of a
facility, the Bank will give the Borrower a minimum of one month’s prior notice
that such change or alteration is to take place.

       

      Notice
under this Clause 8F. may be given by the Bank to Borrower by any means the Bank
considers reasonable.

       

       

      9.
Legal & Other Charges

       

      The
Borrower shall pay to the Bank on demand, all legal charges and other costs and
expenses in addition to any 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.

       

       

      10.
Covenants

       

      10.1
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.

              


      

       

      10.2
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.

       

      
        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

      


      10.3
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.

       

       

      11.
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).

       

       

      12.
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 (if any), 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 fulfill 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.

              


      

       

      
        	
                xx.

              	
                If
      you do not meet the loan repayments of your loan, your account will go
      into arrears.  This may affect your credit
    rating.

              


      

       

       

      13.
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

              


      

       

      
        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

       

      14.
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.

       

       

      15.
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.

       

       

      16.
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.

       

       

      17.
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.