[LOGO] ▇▇▇▇▇ FARGO BANK MINNESOTA, EXHIBIT 10.2
▇▇▇▇▇ NATIONAL ASSOCIATION REVOLVING NOTE
FARGO
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$3,000,000.00 AUGUST 28, 2002
FOR VALUE RECEIVED, Medamicus, Inc. (the "Borrower") promises to pay to the
order of ▇▇▇▇▇ Fargo Bank Minnesota, National Association (the "Bank"), at its
principal office or such other address as the Bank or holder may designate from
time to time, the principal sum of THREE MILLION AND 00/100 DOLLARS
($3,00,000.00) or the amount shown on the Bank's records to be outstanding, plus
interest (calculated on the basis of actual days elapsed in a 360-day year)
accruing on the unpaid balance at the annual interest rate defined below. Absent
manifest error, the Bank's records will be conclusive evidence of the principal
and accrued interest owing hereunder.
INTEREST RATE. The principal balance outstanding under this Revolving Note shall
bear interest at an annual rate equal to the Base Rate plus 0.0%, floating.
Base Rate means the rate of interest established by ▇▇▇▇▇ Fargo Bank Minnesota,
National Association from time to time as its "base" or "prime" rate of interest
at its principal office in Minneapolis, Minnesota.
DEFAULT RATE OF INTEREST. The interest rate otherwise in effect under this
Revolving Note shall increase by 0.25% for the first 30 days following the
Bank's determination that an event of default under Section 8.1 of the Agreement
has occurred, and that any applicable grace period, if any, has elapsed. The
interest rate shall be increased by an additional 0.25% for each 30 day period
that occurs thereafter until either the indebtedness evidenced by this Revolving
Note is paid in full, the default has been cured to the Bank's satisfaction, or
this Revolving Note is accelerated and the interest after maturity rate
described below becomes effective. The interest rate in effect prior to default
will be reinstated by the Bank to be effective as of the date determined by the
Bank to be the date that the default was cured.
THE BANK'S ASSESSMENT OR ACCEPTANCE OF INTEREST PAID AT AN INCREASED RATE SHALL
NOT CONSTITUTE A WAIVER OF ANY DEFAULT UNDER THE TERMS OF SECTION 8.1 OF THE
AGREEMENT AND THIS REVOLVING NOTE, OR ANY WAIVER OF THE BANK'S RIGHT TO
ACCELERATE OR DEMAND PAYMENT OF THIS REVOLVING NOTE.
INTEREST AFTER MATURITY. The unpaid principal balance and interest due under
this Revolving Note after maturity (whether this Revolving Note matures by
demand, acceleration or lapse of time) shall bear interest until paid at the
Base Rate plus 2.0%, floating.
REPAYMENT TERMS
INTEREST. Interest shall be payable on the first day of each month, beginning
September 1, 2002.
PRINCIPAL. Principal, and any unpaid interest, shall be due on August 1, 2003.
ADDITIONAL TERMS AND CONDITIONS. This Revolving Note is issued pursuant to the
First Amendment of even date amending the Credit Agreement between the Bank and
the Borrower dated July 31, 2001 (the "Agreement") and shall replace but not be
deemed to satisfy the July 2001 Revolving Note as defined in the Agreement . The
Agreement, and any amendments or substitutions, contains additional terms and
conditions, including default and acceleration provisions, which are
incorporated into this Revolving Note by reference. Capitalized terms not
expressly defined herein shall have the meanings given them in the Agreement.
The Borrower agrees to pay all costs of collection, including reasonable
attorneys' fees and legal expenses incurred by the Bank if this Revolving Note
is not paid as provided above. This Revolving Note shall be governed by the
substantive laws of the State of Minnesota.
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WAIVER OF PRESENTMENT AND NOTICE OF DISHONOR. Borrower and any other person who
signs, guarantees or endorses this Revolving Note, to the extent allowed by law,
hereby waives presentment, demand for payment, notice of dishonor, protest, and
any notice relating to the acceleration of the maturity of this Revolving Note.
MEDAMICUS, INC.
BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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ITS: PRESIDENT & CEO
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