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<br />,--01.
<br />
<br />, . 'L1J
<br />Miller &
<br />, -S~hroeder
<br />Honorable City Council
<br />City of Arden Illlls
<br />Arden Hills, Minnesota
<br />
<br />. Cardiac Pacemakers, Inc.
<br />1140 Red Fox Road
<br />St. Paul, Minnesota 55112
<br />
<br />-5-
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<br />11. I3etween the date here f and the date of delivery of the Bonds to us, there
<br />shall not have been any material a verse change in the business, properties, financial
<br />position or results of operations 0 the Company, nor ~ha 11 there be pending nor
<br />threatened on such date any legal roceedings to which the Issuer or Company is a
<br />party and which will have a mater al adverse effect on the transactions contemplated
<br />by the Loan Agreement, Resolutio or Indenture, except any such action of which we
<br />shall have been advised prior to t e date hereof.
<br />
<br />12. Upon delivery of the nds to us, we shall pay to the Issuer, or to the
<br />Trustee for the account of the Iss er, the purcha se price of the Bonds plus accrued
<br />interest from their date of issue t the date of such deliv~ry. The purchase price to
<br />be paid will be 95% of the par valu of the Bonds, provided the Official Statement with
<br />respect to this bond offering, req ired to permit sales to individuals if) Minnesota, has
<br />been accepted for registration. I not accepted for registration prior to the closing,
<br />we may accept and place the Bond at our option, but are not required to do so. The
<br />Underwriter shall apply for the registration of the Bonds as soon as practicable after
<br />the date hereof and both the Unde writer's and the Company's representatives shall
<br />diligently pursue the registration f the Bonds.
<br />
<br />13, The Company will pa all expenses in connection with the proposed offering,
<br />Including, among others, fees an expenses of Company counsel, fiscal agent, counsel
<br />for the Issuer, Bond counsel, Und rwriter's counsel, Blue Sky counsel, Company
<br />auditors, Blue Sky fees and Invest ent Ratlng Agency fees, together with all costs
<br />and expenses incurred in conjunct on with the preparation and printing of all documents
<br />required to .consummate this offe ing, Including the Official Statement.
<br />
<br />14. If, prior to the deliIT ry of the Bonds, either the Company or the Under-
<br />writer should, for any reason (in luding the inablllty of the Company and the Under-
<br />writer to mutually agree upon the interest rates to be borne by the Bonds), other than
<br />a willful refusal to proceed, wish to term inate the financing arrangement contemplated
<br />'hereby, either may do so by sub' itting a written notice of withdrawal to the other party
<br />and the Issuer. In either such eIT nt, the Company shall be obligated to pay all costs
<br />enumerated in paragraph 13 here f (but without limitation as to amount) incurred prior
<br />,to receipt of such written notice. Notwithstanding the foregoing, in the event of a ter-
<br />mination by either the Company 0 the Underwriter other than as a result of either
<br />the Company's or the Underwrite's willful refusal to proceed, the Company's
<br />obligation under thls paragraph w th respect to out-of-pocket expenses Incurred by
<br />the UnderWriter in conjunction wi h this financing (including Underwriter's counsel fees,
<br />printing expenses, travel expense , postage, telegraph and telephone charges) shall
<br />__not exceed the sum of $10,000.
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