EXHIBIT
4.4
Revised and Restated
BOND INDENTURE
THIS BOND INDENTURE IS SUBORDINATED UNDER THE TERMS OF THAT
CERTAIN SUBORDINATION AGREEMENT DATED AS OF SEPTEMBER 15,
1995, EXECUTED BY THE TRUSTEE HEREOF IN FAVOR OF MARINE
MIDLAND BUSINESS LOANS, INC. THIS BOND INDENTURE MAY NOT BE
MODIFIED, AMENDED, RENEWED, REPLACED OR REDEEMED WITHOUT THE
PRIOR, WRITTEN CONSENT OF MARINE MIDLAND BUSINESS LOANS,
INC.
THIS REVISED AND RESTATED BOND INDENTURE (BOND INDENTURE) is made and
entered into this 17 day of November, 1995, to be effective as of
May 31, 1995, by and between Arrhythmia Research Technology, Inc., a Delaware
corporation (ART), represented herein by E. P. Marinos, duly authorized
President, and Micron Products Inc., a Massachusetts corporation (MICRON and
collectively with ART, the MORTGAGORS), represented herein by Anthony A.
Cetrone, authorized President, with The Trust Company of Louisiana, (the
TRUSTEE), herein represented by Allain G. Davidson, Jr., Vice President.
RECITALS
ART desires to acquire funds for the transactions of its business, and
Micron, a subsidiary of ART, desires to facilitate this acquisition so that ART
might more readily support future Micron projects.
ART's board of directors has authorized its borrowing an aggregate of Six
Hundred Thousand ($600,000) Dollars, issuing bonds for the amount borrowed and
to mortgaging property and assets for the purpose of securing the payment of the
principal of and interest on the bonds.
Mortgagors have previously issued bonds in the aggregate principal amount
of $600,000.00 secured by, and subject to the terms and provisions of, that
certain Bond Indenture (the ORIGINAL INDENTURE) dated May 31, 1995, executed by
and among Mortgagors and Trustee.
Subsequent to the date of the Original Indenture, Mortgagors have obtained
a revolving credit and term loan facility from Marine Midland Business Loan,
Inc. (MARINE), a condition to which is that the Original Indenture, and the
related bonds, be subordinated in all respects to the prior payment and
performance of the Bank Debt (hereafter defined), and the Bank Lien (hereafter
defined).
To reflect the subordination of the Original Indenture, and related bonds,
Trustee, Mortgagor, and the bond holders have agreed to revise and restate the
Original Indenture and related bonds pursuant to the terms and provisions
contained herein.
Accordingly, the Mortgagors' respective boards of directors have approved
the form of Revised and Restated Bond (the BOND) to this Bond#Indenture and the
certificate to be signed by the Trustee authenticating the bonds.
The Mortgagors' respective boards of directors have approved this Bond
Indenture, and have authorized each of the respective presidents of the
Mortgagors to execute the same in the name and on behalf of the Mortgagors, to
record this Bond Indenture in the office of the register of conveyances in and
for Calcasieu Parish, Louisiana, and to deliver this Bond Indenture on behalf of
the Mortgagors to the Trustee.
MORTGAGE
To secure the payment of the principal of and interest on the bonds as may
from tune to time be outstanding under this Bond Indenture according to their
terms, and to declare the terms and conditions upon which such bonds are to be
issued, the Mortgagors, in consideration of the purchase and acceptance of the
bonds by the holders thereof, have executed and delivered this Bond Indenture
and, by this Bond Indenture, have mortgaged to the Trustee, its successors and
assigns, their respective interests in the following property:
1. A security interest in all ART's patents, trademarks, servicemarks,
other intellectual property, licenses, contract rights, and all proceeds
thereof; subject and subordinate in all respects to the Bank Lien.
2. A security interest in all outstanding shares of Micron Products Inc.,
(MICRON), and Micron's real estate, equipment, furniture, fixtures,
inventory, and accounts receivable, subject and subordinate in all respects
to any collateral pledge of Micron shares by ART, and the Bank Lien.
To have and to hold the property and rights unto the Trustee, its
successors and assigns, forever, but: (i) in trust, nevertheless, for the
benefit and security of all persons who are or may become owners or holders of
all or any of the bonds, and for enforcing the payment of the principal of and
interest on the bonds issued under or pursuant hereto according to the terms of
this Bond Indenture and of the bonds; and (ii) subject and subordinate in all
respects to the rights, collateral pledge, liens and security interests now or
hereafter granted by ART and(or Micron in favor of Marine, (such rights,
collateral pledge, liens and security interests created by ART or Micron in
favor of Marine referred to herein as the BANK LIEN), and the prior payment and
performance of the indebtedness, liabilities and obligations of ART and Micron
to Marine in existence at any time, and from tune to time (such indebtedness,
liabilities and obligations of ART and Micron to Marine, now existing or
hereafter incurred, together with any future advances, deferrals, renewals,
increases, modifications or extensions thereof, referred to herein as the BANK
DEBT).
No bond shall have any priority or distinction as to lien or otherwise over
any other bond. However, if the Mortgagors or their successors or assigns pay or
cause to be paid to the holders of the bonds the principal of and interest on
the bonds at the time and in the manner set forth therein, and performs all of
the covenants and conditions set forth in the bonds and in this Bond Indenture,
then the mortgage granted under and pursuant to this Bond Indenture, and all
rights granted herein shall cease and this Bond Indenture shall be void.
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REVISED & RESTATED BOND INDENTURE
The specific trusts, uses, purposes, conditions, and covenants upon which
Mortgagors' property, rights, and privileges mortgaged hereunder are to be held
by the Trustee, and subject to which the bonds are to be issued and to be held
by the holders of the bonds, are as follows:
1. CONTINUING LIEN. This Bond Indenture is subject in all respects to the
Bank Lien and creates a continuing lien to secure the full, complete and Final
payment of the principal of and interest on all of the bonds that from tune to
tune may be issued and sold hereunder or pursuant hereto.
The total aggregate principal amount of bonds issued and sold hereunder or
pursuant hereto shall not exceed Six Hundred Thousand ($600,00()) Dollars. The
bonds shall be issued upon the terms and conditions, be in the denominations,
mature in the manner and at the tune and place, and pay the interest as set
forth in the form of Revised and Restated Bond Form attached hereto as Exhibit
"A".
2. AUTHENTICATION OF BONDS. The bonds secured hereby shall be executed from
tune to time by ART and delivered to the Trustee. The Trustee shall authenticate
and deliver the initial bonds pursuant to the directions of the ART's board of
directors. The instructions shall be delivered to the Trustee in the form of a
certified copy of minutes of the board of directors. The Trustee may issue
replacement or substitute bonds without further direction on receipt of normal
transfer instructions. The Trustee shall not in any way be responsible for the
issue and sale of the bonds or the application of the proceeds from the sale
thereof. Only the bonds properly authenticated by the Trustee shall be secured
by this Bond Indenture or be entitled to any lien or benefit hereunder. The
signature of the Trustee of the certificate on a bond shall constitute
authentication of that bond. The Trustee's certificate shall be conclusive
evidence that the bond so certified has been duly issued hereunder and is
entitled to the benefit and protection hereof.
3. PAYMENT OF PRINCIPAL AND INTEREST Subject to the prior payment and
performance of the Bank Debt, ART covenants that it shall fully pay and satisfy
both the principal of and interest on all of the bonds issued hereunder or
pursuant hereto according to the tens hereof and according to the Bond Form
attached hereto. Payment shall be made without deduction either from principal
or interest for any assessments, taxes and other charges now or subsequently
imposed upon the bonds either by the United States or by any state, county or
municipality that the Mortgagors may be compelled to deduct from the bonds.
4. POSSESSION OF MORTGAGED PROPERTY BY MORTGAGORS. Until the Bank Debt is
paid in full, the Trustee shall permit Mortgagors, their successors and assigns,
to possess, operate and enjoy all of the property mortgaged under or pursuant
hereto, subject to the Bank Lien. Such possession, operation and enjoyment shall
be subject to the rights of Marine and the holders of the bonds issued under or
pursuant to this Bond Indenture. Such possession, operation and enjoyment shall
be and continue as long as Mortgagors are not in default of the Bank Debt or in
the payment of the principal of and interest on the bonds secured hereby or in
the performance or observance of any covenant or condition hereof or of the
bonds issued under or pursuant hereto.
PAGE 3
REVISED & RESTATED BOND INDENTURE
5. CANCELLATION OF BONDS. Upon the payment of a bond at maturity, or its
retirement before maturity, the bond shall be delivered to the Trustee for
payment and cancellation.
6. PAYMENT OF TAXES. Mortgagors shall pay and discharge before they are in
arrears all taxes, assessments and other governmental charges lawfully imposed
upon any and all of the property mortgaged hereunder or pursuant hereto that
constitute a lien that is or may be superior to the lien of this mortgage, so
that the priority of this Bond Indenture is preserved. Mortgagors also shall pay
and discharge all claims of every kind and nature that may subsequently become a
lien upon the property mortgaged hereunder or pursuant hereto, or any part of
such property, that is or may be superior to the lien of this Bond Indenture so
that the priority of this Bond Indenture is preserved. Mortgagors shall not
permit or allow the creation of any mechanic's liens or similar charges upon the
property mortgaged hereunder or pursuant hereto, or any part of such property,
that may impair the priority of the lien of this Bond Indenture. All of the
foregoing shall be observed until the principal of and interest on the bonds
secured hereby have been paid in full.
7. FURTHER INSTRUMENTS. At any tune while this Bond Indenture continues to
be in force, Mortgagors shall make, execute and deliver such further or
additional instruments and conveyances that may be necessary to vest in the
Trustee and its successors and assigns the property interest described herein,
and in all property subsequently acquired for the purpose of this trust.
8. REMOVAL OR SALE OF MORTGAGED PROPERTY. Subject to the Bank Lien, and the
prior payment and performance of the Bank Debt, Mortgagors shall be permitted,
with the Trustee's permission, to remove, sell or dispose of any machinery or
other personal property described herein that cannot be used advantageously in
the operation of Mortgagors' business. However, in this case, Mortgagors shall
replace any machinery or other property so removed, sold or disposed of with
other Fixtures, machinery or other personal property equal in value to the
property removed, sold or disposed of subject to the Bank Lied Alternatively,
Mortgagors may, subject to the Bank Lien but without the Trustee's permission,
remove, sell or dispose of any machinery or other personal property that cannot
be used advantageously in the operation of its business and subject to the prior
payment and performance of the Bank Debt, pay the Trustee the appraised value of
the property removed, sold or disposed of. The money so received by the Trustee
shall: (i) prior to payment and performance of the Bank Debt, be delivered
immediately following receipt by Trustee to Marine; and (ii) following payment
of the Bank Debt in fill, upon Mortgagors' request, be invested as further
security in U. S. government securities of duration not to exceed the maturity
date. Subject to the prior payment and performance of the Bank Debt, so long as
Mortgagors are not in default in the payment of any part of the principal of or
interest on the bonds secured hereby, the income from such securities shall be
paid to Mortgagors. The only duty of the Trustee under this paragraph shall be
to receive the money paid to it by Mortgagors and deliver such money to Marine
or invest the same as provided in and permitted by this paragraph.
9. AMENDMENT. Subject to the prior written consent of Marine delivered to
Trustee, this Bond Indenture and the conditions and powers imposed or granted
pursuant hereto may be changed in whatever manner that may be agreed upon
between Mortgagor and the Trustee, with the consent of the holders of four-
Fifths in principal amount of the bonds secured hereby then outstanding. The
consent of the bond holders shall be given at a meeting of such holders
PAGE 4
REVISED & RESTATED BOND INDENTURE
called by the Trustee at the request of a bondholder upon three weeks'
written notice of the time, place and purpose of the meeting, sewed by mail
on all of the bondholders. The consent of the required number of bondholders
to the changes must be in writing, duly signed and acknowledged by them. The
consent shall be delivered to the Trustee and shall be the Trustee's
authority for assenting to changes. Alternatively, the holders of
four-fifths in principal amount of the bonds may deliver written instructions
in lieu of a meeting.
The changes consented to shall be reflected in an instrument duly executed
between Mortgagors and the Trustee in a manner that shall entitle the instrument
to be recorded in the place or places where this mortgage is recorded. The
Trustee shall cause the instrument to be recorded.
10. DEFAULT IN PAYMENT OF INTEREST OR PRINCIPAL. If ART fails to pay any
interest on any bond secured hereby and such failure continues for 30 days after
the payment is due and payable, or if ART fails to pay the principal of any bond
secured hereby when payment is due and payable, the Trustee, in its discretion
and after written request of the holders of 60 percent or more in principal
amount of the bonds secured hereby then outstanding, may, subject to the rights
of Marine and subject to Section 17 hereunder, sell all the property, rights and
franchises mortgaged hereunder or pursuant hereto. Such sale shall be by public
auction at the court house or other suitable place in Lake Charles, Louisiana.
Written notice of the sale shall be given as required by Louisiana Statutes.
Notice also shall be given by publication in a newspaper published in Calcasieu
Parish, Louisiana, as, and if required by law. The Trustee may adjourn the sale
from time to time in its discretion, and without further notice hold an
adjourned sale. Upon sale, the Trustee shall make and deliver to the purchaser
or purchasers of the property, rights and franchises sold a good and sufficient
deed or deeds. The deed or deeds shall be a perpetual bar against Mortgagor and
all persons and corporations lawfully claiming under or through Mortgagor. The
principal of the bonds secured hereby that are then outstanding shall become due
and payable at the time this sale is made, anything in the bonds or herein to
the contrary notwithstanding.
The Trustee shall apply the proceeds of the sale as follows:
(a) To the payment of the costs and expenses of the sale,
including reasonable compensation to the Trustee, its agents and attorneys,
and all expenses, liabilities and advances made or incurred by the Trustee
in managing and maintaining the property mortgaged hereunder or pursuant
hereto, and all taxes and assessments superior to the lien of this
mortgage.
(b) To the payment of the whole amount of the principal of, and
the accrued and unpaid interest on, the bonds issued hereunder or pursuant
hereto that are outstanding without preference or priority. if the proceeds
are not sufficient to pay such amounts in full, then to the payment of the
principal and interest in proportion to the aggregate amount of the
principal and accrued and unpaid interest.
(c) The Trustee shall pay any surplus to whomever may be entitled
to receive it.
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REVISED & RESTATED BOND INDENTURE
11. RELEASE OF PURCHASER AT SALE ON MORTGAGORS' DEFAULT. The Trustee's
receipt shall be sufficient discharge to a purchaser at the sale of mortgaged
property, and the purchaser or purchasers, after paying the purchase money and
receiving in exchange the Trustee's receipt, shall be under no obligation to
cause the purchase money to be applied upon or for the trusts or the purposes of
this mortgage or be answerable for any loss, misapplication or nonapplication of
the purchase money by the Trustee.
12. TRUSTEE'S AUTHORITY TO ACT IN CASE OF DEFAULT. In the event of a
default in the payment or deposit when due of the principal of or interest on
any of the bonds secured hereby, or in amortization or sinking fund
requirements, or in the payment when due of taxes or assessments, or in the
performance or observance on the part of Mortgagors of any covenant contained
herein, the Trustee shall, upon any request from a majority of the holders of
the bonds in interest, with due diligence, prudence and care, but subject in all
respects to Section 17 hereof:
(a) take whatever action may be proper or necessary to sequester
the rents and income from the property secured by this mortgage;
(b) procure from the owner of the property an assignment of rents
and(or a consent to enter into possession of the property and collect the
rents from the property;
(c) apply to the court for the appointment of a receiver of the
rents and income of the property;
(d) declare immediately due and payable any principal amount
remaining due and unpaid and commence and maintain an action to foreclose
on the property and procure the sale of the property under a judgment
rendered in the action;
(e) apply the moneys received as rents and income from the
property as well as moneys received by the Trustee from any receiver
appointed for the property in its discretion to the maintenance and
operation of the property, the payment of taxes and assessments levied on
the property, and any arrears, to the payment of underlying liens, and to
the creation and maintenance of a reserve or sinking fund, and, after the
commencement of an action to foreclose the mortgage on the property,
distribute ratably among the bondholders any moneys remaining in its hands;
and
(f) render annually to bondholders, after the occurrence of a
default, unless the default has been cured, a summarized statement of
income and expenditures in connection with the property.
PAGE 6
REVISED & RESTATED BOND INDENTURE
13. REMEDIES CUMULATIVE. The remedies granted in this Bond Indenture are:
(i) cumulative and not exclusive, and are in addition to all other remedies that
may exist to enforce the lien of this mortgage; and (ii) subject and subordinate
in all respects to the rights of Marine under the Bank Lien.
14. APPOINTMENT OF RECEIVER. Subject to Section 17 hereof, the Trustee
shall be entitled, upon the commencement of a judicial proceedings to enforce
any or all of the bondholder's rights hereunder, to the appointment of a
receiver or receivers of the property mortgaged, and of the earnings, income,
rents, and profits of the property mortgaged, pending the proceeding.
15. SATISFACTION OF MORTGAGE. Upon Mortgagors' written request, the Trustee
shall enter satisfactions of this mortgage in the records of the proper office
or offices where both the principal of and interest on all of the bonds issued
hereunder or pursuant hereto have been paid in full.
16. CONDITIONS OF TRUST. The Trust Company of Louisiana accepts the trust
of this instrument under the conditions of this PARA 16 only, and the Mortgagors
and all holders of bonds secured hereby agree to such terms and conditions.
The Trustee shall not be answerable for the default or misconduct of any
agent or attorney appointed by it hereunder who was selected with reasonable
care, or in any way whatever in connection with this trust, except for willful
misconduct or gross negligence. The Trustee may purchase any bonds secured by
this Bond Indenture with the same right that it would have if it were not the
trustee hereunder.
The Trustee shall not be personally liable for any debts contracted by it,
or for any tort liability arising during the time that the Trustee may manage
the mortgaged property, but the trust estate shall be primarily liable for every
liability of any kind the Trustee may incur hereunder. The Trustee shall not be
under any duty to do or perform any act hereunder, take any action for the
enforcement of the trust created herein, or defend any action with respect
hereto, unless it is requested in writing to do so by some person interested in
the trust, and satisfactorily indemnified. The Trustee shall not be required to
take notice of any default hereunder, or under the Bank Debt, or to take any
action with respect to any default, unless requested to do so in writing by
Marine or the holders of at least a majority in principal amount of the bonds
then outstanding, and (solely with respect to a default by Mortgagors under the
bonds) unless it is tendered reasonable indemnity, notwithstanding anything
herein to the contrary. However, nothing herein shall affect any discretion
given herein or elsewhere to the Trustee.
The Trustee shall receive and collect directly or without the intervention
or assistance of any fiscal agent or other intermediary all payments of moneys
required to be made and paid hereunder and shall without such intervention or
assistance reimburse the moneys pursuant to the terms hereof.
The Trustee shall be required to act as tax withholding agent whenever
authorized or required by law, and to receive, collect and pay the necessary tax
and hold the surplus, if any, in trust for the rightful owners of the funds.
PAGE 7
REVISED & RESTATED BOND INDENTURE
The Trustee may receive the advice of its own attorney, at Mortgagors'
expense, and anything done in good faith by the Trustee in accordance with the
advice of its counsel shall be conclusive in Trustee's favor, on Mortgagors and
on all holders of bonds secured hereby.
Mortgagors shall pay to the Trustee reasonable compensation for its
services from time to time to reimburse the Trustee for all counsel fees,
compensation of agents and other expenditures made hereunder by the Trustee,
with interest. Mortgagors shall indemnify and hold the Trustee harmless from and
against all liabilities, tort or contract, that the Trustee may incur in the
exercise and performance of its powers and duties hereunder. This
indemnification, reimbursement and payment of the Trustee is a First lien
imposed hereby in favor of the Trustee upon all property mortgaged hereby or
pursuant hereto, subject and subordinate to the Bank Lien.
The Trustee may resign and discharge itself of the trust created hereby, by
written notice to Mortgagors and Marine given at least three months before the
resignation is to take effect.
A vacancy in the office of trustee shall be Filled by giving a notice to
each bondholder stating that a vacancy exists, that a change of trustee is
necessary, and that, unless objection is made within ten days from the date of
the notice by bondholders that hold a majority in principal amount of the bond
then outstanding, the new trustee designated in the notice shall be appointed.
If a majority of the bondholders disapprove of the new trustee chosen, the
selection shall be left to the original trustee. A majority of the bondholders
in interest may substitute another person as Trustee upon delivering to the
person then serving in the office an act of acceptance by the substitute
fiduciary.
If the Trustee pays any tax, assessment or similar charge, it shall have a
First lien on the property mortgaged to secure the payment of the amount paid,
subject and subordinate to the Bank Lien.
The Trustee shall have the right to require proof of the ownership of any
bond by the production thereof, or by the production of a certificate executed
by a depository approved by the Trustee showing that, on the date thereof, the
person had on deposit with that depository the bond described therein.
If any bond secured hereby becomes mutilated, lost or destroyed, Mortgagor,
in its discretion, may issue, and the Trustee may certify, a new bond in
identical form bearing a new serial number in substitution or exchange for the
bond mutilated, lost or destroyed. To obtain a new bond, the owner of the bond
mutilated, lost or destroyed must surrender the mutilated bond to the Trustee,
or file with the Trustee evidence of the loss or destruction thereof. The owner
also must give indemnity that the Trustee considers satisfactory.
Whenever herein the existence of any fact or the sufficiency or validity of
any instrument, proceeding or proof of any fact is prescribed as a precondition
to any action on the part of the Trustee, and the existence, sufficiency or
validity must be ascertained by the Trustee as a basis of an action by the
Trustee, a certified copy of a resolution of Mortgagor's board of directors,
together with a certificate of the president, a vice president, the secretary,
or the treasurer of the Mortgagor under oath, shall be sufficient evidence of
the fact and of
PAGE 8
REVISED & RESTATED BOND INDENTURE
the sufficiency or validity, and shall protect the Trustee as to any action
done in reliance on the certificate. The Trustee, however, may require other
evidence of such fact.
Mortgagor shall pay the Trustee its necessary fees and expenses in the
execution of the trust created hereby.
17. SUBORDINATION OF LIEN AND PAYMENTS. Notwithstanding anything contained
herein, or any bond, to the contrary, this Bond Indenture is subject to the
terms and provisions contained in that certain Subordination Agreement (herein
so called) dated as of September 15, 1995, executed by Trustee, Marine, and the
Mortgagors. In the event of any conflict between the terms and provision
contained in this Bond Indenture, or any bond, and the terms and provisions
contained in the Subordination Agreement, the Subordination Agreement shall
control.
18. NON EXTINGUISHMENT. This Bond Indenture is given in renewal,
restatement and replacement, but not extinguishment, of the Original Indenture.
IN WITNESS WHEREOF each of the Mortgagors has caused this Bond Indenture to
be signed by its president, and the Trustee, as evidence of its acceptance of
the trusts and obligations imposed on it hereby, has caused this Bond Indenture
to be signed by its vice president on the day, month and year first written
above.
ARRHYTHMIA RESEARCH TECHNOLOGY, INC., Mortgagor
By: E. P. MARINOS
----------------------------------------
E. P. Marinos, President
MICRON PRODUCTS INC., Mortgagor
By: ANTHONY A. CETRONE
----------------------------------------
Anthony A. Cetrone, President
THE TRUST COMPANY OF LOUISIANA, Trustee
By:
----------------------------------------
Allain G. Davidson, Jr., Vice President
PAGE 9
REVISED & RESTATED BOND INDENTURE
EXHIBIT "A"
TO
REVISED AND RESTATED
BOND INDENTURE
[Copy of Revised and Restated Bond]
PAGE 10
REVISED & RESTATED BOND INDENTURE
REVISED AND RESTATED
BOND FORM
ARRHYTHMIA RESEARCH TECHNOLOGY, INC.
5-YEAR 11 PERCENT LESSER-SECURED BOND
DUE MAY 31, 2000
Number $25,000
------
For value received, Arrhythmia Research Technology, Inc., a Delaware
corporation (the CORPORATION), promises to pay to ______________________, or
registered assigns, on May 31, 2000, the principal sum of Twenty-five Thousand
($25,000) Dollars in lawful money of the United States of America. The
Corporation further promises to pay interest on the principal sum from May 31,
1995, (ISSUE DATE) at the rate of eleven percent (11%) per annum in lawful money
of the United States of America. Interest will be paid quarterly on the last day
of August, November, February, and May computed from the issue date with the
first installment due August 31, 1995, until the principal sum of this Bond has
been paid or provision for its payment made.
The principal of this Bond shall be payable at the principal office of The
Trust Company of Louisiana upon the presentation and surrender hereof. The
interest payments will be mailed to the registered holder of this Bond at the
address appearIng on the books of the paying agent.
This Bond is one of a series of bonds of the Corporation designated as its
5-Year, 11 Percent Lesser-Secured Bond due May 31, 2000, issued and to be issued
in connection with and secured by that certain Revised and Restated Bond
Indenture (the BOND INDENTURE) dated ___________________________ executed by
and among the Corporation, Micron Products, Inc., (MICRON) a Massachusetts
corporation, and The Trust Company of Louisiana, as Trustee. The aggregate
amount of bonds that may be issued under and pursuant to Bond Indenture is Six
Hundred Thousand ($600,000) Dollars and shall be issued in denominations of
$25,000; all of such bonds are equally secured by the Bond Indenture. The Bond
Indenture mortgages to the Trustee the property and assets of the Corporation
specified therein, subject to the rights, collateral pledges, liens, and
security interests now or hereafter granted by the Corporation and/or Micron in
favor of MarIne Midland Business Loans, Inc. (MARINE). The Bond Indenture
contains a description of the property and assets mortgaged, the nature and
extent of the security interest of the Trustee in the property and assets
mortgaged, the nature and extent of the rights of the holders of the bonds under
the Bond Indenture, the terms and conditions under which the bonds are issued,
and the terms pursuant to which payment of this Bond is subordinated to payment
to MarIne of the Bank Debt (hereafter defined). Reference is hereby made to the
Bond Indenture with respect to all of the foregoing.
This Bond is registered both as to principal and interest and is
transferable only on the books of the paying agent by presentation and surrender
of this Bond accompanied by an assignment form duly completed and executed by
the registered holder hereof or a duly authorized attorney.
The rights of the holder hereof, or its registered assigns to receive any
payment of principal or interest on this Bond or to receive the benefit of any
lien, security interest, mortgage o? deed of trust securing payment of this
Bond, are subject and subordinate to the prior payment and performance of the
indebtedness, liabilities and obligations of the Corporation and Micron Products
Inc. (MICRON) to MarIne Midland Business Loans, Inc. (MARINE), in existence at
any time, and from time to time (such indebtedness, liabilities and obligations,
together with any deferrals, renewals, increases, modifications or extensions
thereof, referred to herein as the BANK DEBT), and the holder hereof accepts
this Bond subject and subordinate to prior payment and performance of the Bank
Debt as set forth in the Bond Indenture.
This Bond will not become an obligation of the Corporation unless and until
the trustee's certificate on this Bond has been signed by an officer of The
Trust Company of Louisiana.
This Bond is given in renewal, restatement and replacement, but not
extinguishment, of that certaIn Bond _________ in the original principal
amount of ________________ issued by the Corporation to __________________ .
IN WITNESS WHEREOF, the Corporation has caused this Bond to be signed by
its duly authorized officers on this day of
, 1995.
ARRHYTHMIA RESEARCH TECHNOLOGY, INC.
----------------------------------------------------
President
----------------------------------------------------
Secretary
TRUSTEE'S CERTIFICATE
The Trust Company of Louisiana, Trustee, hereby certifies that this Bond is one
of the bonds referred to in the mortgage or deed of trust referred to in this
Bond Indenture.
----------------------------------------------------
Allain G. Davidson, Jr., Vice President
THIS BOND IS SUBORDINATED UNDER THE TERMS OF THAT CERTAIN SUBORDINATION
AGREEMENT DATED AS OF SEPTEMBER 15, 1995, EXECUTED BY THE PAYEE HEREOF
IN FAVOR OF MARINE MIDLAND BUSINESS LOANS, INC. THIS BOND MAY NOT BE
MODIFIED, AMENDED, RENEWED, REPLACED OR REDEEMED WIThOUT THE PRIOR,
WRITTEN CONSENT OF MARINE MIDLAND BUSINESS LOANS, INC.
REVISED AND RESTATED
BOND FORM
ARRHYTHMIA RESEARCH TECHNOLOGY, INC.
5-YEAR 11 PERCENT LESSER-SECURED BOND
DUE MAY 31, 2000
Number FIELD(NUMBER); $25,000
For value received, Arrhythmia Research Technology, Inc., a Delaware
corporation (the Corporation), promises to pay to pay to FIELD(NAME),
FIELD(NAME1), FIELD(ADDRESS), FIELD(CITY), or registered assigns, on May 31,
2000, the principal sum of Twenty-five Thousand ($25,000) Dollars in lawful
money of the United States of America. The Corporation further promises to
pay interest on the principal sum from May 31, 1995, (ISSUE DATE) at the rate
of eleven percent (11%) per annum in lawful money of the United States of
America. Interest will be paid quarterly on the last day of August, November,
February, and May computed from the issue date with the first installment due
August 31, 1995, until the principal sum of this Bond has been paid or
provision for its payment made.
The principal of this Bond shall be payable at the principal office of The
Trust Company of Louisiana upon the presentation and surrender hereof. The
interest payments will be mailed to the registered holder of this Bond at the
address appearing on the books of the paying agent.
This Bond is one of a series of bonds of the Corporation designated as its
5-Year, 11 Percent Lesser-Secured Bond due May 31, 2000, issued and to be issued
in connection with and secured by that certain Revised and Restated Bond
Indenture (the BOND INDENTURE) dated as of May 31, 1995, executed by and among
the Corporation, Micron Products, Inc., (MICRON) a Massachusetts corporation,
and The Trust Company of Louisiana, as Trustee. The aggregate amount of bonds
that may be issued under and pursuant to the Bond Indenture is Six Hundred
Thousand ($600,000) Dollars and shall be issued in denominations of $25,000; all
of such bonds are equally secured by the Bond Indenture. The Bond Indenture
mortgages to the Trustee the property and assets of the Corporation specified
therein, subject to the rights, collateral pledges, liens, and security
interests now or hereafter granted by the Corporation and/or Micron in favor of
Marine Midland Business Loans, Inc. (MARINE). The Bond Indenture contains a
description of the property and assets mortgaged, the nature and extent of the
security interest of the Trustee in the property and assets mortgaged, the
nature and extent of the rights of the holders of the bonds under the Bond
Indenture, the terms and conditions under which the bonds are issued, and the
terms pursuant to which payment of this Bond is subordinated to payment to
Marine of the Bank Debt (hereafter defined). Reference is hereby made to the
Bond Indenture with respect to all of
the foregoing.
This Bond is registered both as to principal and interest and is
transferable only on the books of the paying agent by presentation and surrender
of this Bond accompanied by an assignment form duly completed and executed by
the registered holder hereof or a duly authorized attorney.
The rights of the holder hereof, or its registered assigns to receive any
payment of principal or interest on this Bond or to receive the benefit of any
lien, security interest, mortgage or deed of trust securing payment of this
Bond, are subject and subordinate to the prior payment and performance of the
indebtedness, liabilities and obligations of the Corporation and Micron to
Marine, in existence at any time, and from time to time (such indebtedness,
liabilities and obligations, together with any deferrals, renewals, increases,
modifications or extensions thereof, referred to herein as the BANK DEBT), and
the holder hereof accepts this Bond subject and subordinate to prior payment and
performance of the Bank Debt as set forth in the Bond Indenture.
This Bond will not become an obligation of the Corporation unless and until
the trustee's certificate on this Bond has been signed by an officer of The
Trust Company of Louisiana.
This Bond is given in renewal, restatement and replacement of that
certain Arrhythmia Research Technology, Inc. 5-Year, 11 Percent Lesser
Secured Bond due May 31, 2000, NUMBER FIELD(NUMBER) in the original
principal amount of $25,000.00 issued by the Corporation to FIELD(NAME).
IN WITNESS WHEREOF, the Corporation has caused this Bond to be signed by
its duly authorized officers on this day of ,
1995, to be effective as of May 31, 1995.
ARRHYTHMIA RESEARCH TECHNOLOGY, INC.
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President
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Secretary
TRUSTEE'S CERTIFICATE
The Trust Company of Louisiana, Trustee, hereby certifies that this Bond is one
of the bonds referred to in the Bond indenture.
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Allain G Davidson, Jr., Vice President