Exhibit 10.16
OFFSHORE CURRENCY PROMISSORY NOTE
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U.S. $8,000,000 November 12, 1996
FOR VALUE RECEIVED, the undersigned, IMTC HOLDINGS (UK)
LIMITED, a corporation organized under the laws of England, and
MUREX BIOTECH LIMITED, a corporation organized under the laws of
England (collectively, the "Borrowers" and each, a "Borrower"),
hereby each jointly and severally promise to pay to the order of
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, LONDON
BRANCH (hereinafter, together with its successors and assigns
called the "Lender"), at such place as the Lender may designate
in writing to the Borrower Representative, the Equivalent Amount
of the principal sum of EIGHT MILLION AND 00/100 U.S. DOLLARS
(U.S. $8,000,000) in Offshore Currency and in immediately
available funds, or, if less, so much thereof as may from time to
time be advanced as Offshore Currency Loans by the Lender to the
Borrowers hereunder, plus interest as hereinafter provided. Such
advances shall be endorsed from time to time on the grid attached
hereto, but the failure to make such notations shall not affect
the validity of any Borrower's obligation to repay unpaid
principal and interest hereunder.
This Note is one of the Notes referred to in that certain
Credit Agreement of even date herewith by and among International
Murex Technologies Corporation, Murex Diagnostics International,
Inc., IMTC Holdings, Inc., Murex Diagnostics Corporation, IMTC
Holdings (UK) Limited, Murex Diagnostics, Inc. and Murex Biotech
Limited, as Borrowers, Bank of America Illinois and Bank of
America National Trust and Savings Association, acting through
its London Branch, as Issuing Banks, Bank of America, F.S.B., as
Agent and a Lender, and the other financial institutions party
thereto from time to time as Lenders (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement").
All capitalized terms used herein shall have the meanings
ascribed to such terms in the Credit Agreement, except to the
extent such capitalized terms are otherwise defined or limited
herein.
All principal amounts and other Obligations then
outstanding hereunder shall be due and payable on the Maturity
Date. In addition, the Borrowers shall repay principal
outstanding hereunder from time to time as set forth in the
Credit Agreement.
Prior to the Maturity Date, each Borrower shall be
entitled to borrow, re-pay and re-borrow funds hereunder pursuant
to the terms and conditions of the Credit Agreement. Prepayment
of the principal amount of any Offshore Currency Loan may be made
only as provided in the Credit Agreement.
Each Borrower hereby promises to pay interest on the
unpaid principal amount hereof as provided in the Credit
Agreement. Interest under this Note shall also be due and
payable when this Note shall become due (whether at maturity, by
reason of acceleration or otherwise). Overdue principal and, to
the extent permitted by law, overdue interest, shall bear
interest at a rate per annum equal to the Default Rate and shall
be payable in the manner provided in the Credit Agreement.
In no event shall the amount of interest due or payable
hereunder exceed the maximum rate of interest allowed by
applicable law, and in the event any such payment is
inadvertently made by the Borrowers or inadvertently received by
the Lender, then such excess sum shall be credited as a payment
of principal, unless the Borrower Representative shall notify the
Lender in writing that it elects to have such excess sum returned
forthwith. It is the express intent hereof that the Borrowers
not pay and the Lender not receive, directly or indirectly in any
manner whatsoever, interest in excess of that which may legally
be paid by the Borrowers under applicable law.
Except as otherwise expressly provided in any of the Loan
Documents, all parties now or hereafter liable with respect to
this Note, whether any Borrower, any guarantor, endorser, or any
other Person hereby waive presentment for payment, demand, notice
of non-payment or dishonor, protest, notice of protest and notice
of any other kind whatsoever.
No delay or omission on the part of the Lender or any
holder hereof in exercising its rights under this Note, or delay
or omission on the part of the Lender, the Agent, the Issuing
Banks, the Majority Lenders or the Lenders collectively, or any
of them, in exercising its or their rights under the Credit
Agreement or under any other Loan Document, or course of conduct
relating thereto, shall operate as a waiver of such rights or any
other right of the Lender or any holder hereof, nor shall any
waiver by the Lender or any holder hereof, the Agent, the Issuing
Banks, the Majority Lenders or the Lenders collectively, or any
of them, of any such right or rights on any one occasion be
deemed a bar to, or waiver of, the same right or rights on any
future occasion.
Each Borrower promises to pay all reasonable costs of
collection, including Attorneys' Costs, should this Note be
collected by or through an attorney-at-law or under advice
therefrom.
Time is of the essence in this Note.
This Note evidences the Lender's portion of the Offshore
Currency Loans under, and is entitled to the benefits and subject
to the terms of, the Credit Agreement, which contains provisions
with respect to the acceleration of the maturity of this Note
upon the happening of certain stated events, and provisions for
prepayment. This Note is secured by and is also entitled to the
benefits of the Loan Documents and any other agreement or
instrument providing collateral for the Offshore Currency Loans,
whether now or hereafter in existence.
This Note shall be construed in accordance with and
governed by the laws of the State of Georgia without reference to
the conflicts or choice of law principles thereof.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the duly authorized officers of each
Borrower, have executed this Note, as of the day and year first
above written.
IMTC HOLDINGS (UK) LIMITED
By: /s/ Steven C. Ramsey
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Its: Director
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Attest:
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Its:
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(SEAL)
MUREX BIOTECH LIMITED
By: /s/ Steven C. Ramsey
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Its: Director
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Attest:
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Its:
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(SEAL)
OFFSHORE CURRENCY LOANS
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Amount of
Principal
Amount of Offshore Paid or Notation
Date Currency Loan Prepaid Made By
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