Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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      "PERMITTED INDEBTEDNESS" is:

            (a) Borrower's indebtedness to Bank under this Agreement or the Loan
            Documents;

            (b) Indebtedness existing on the Closing Date and shown on the
            Perfection Certificate;

            (c) Subordinated Debt;

            (d) Indebtedness to trade creditors incurred in the ordinary course
            of business; and

            (e) Indebtedness secured by Permitted Liens; and

            (f) Extensions, refinancings, modifications, amendments and
            restatements of any items of Permitted Indebtedness (a) through (e)
            above, provided that the principal amount thereof is not increased
            or the terms thereof are not modified to impose more burdensome
            terms upon Borrower or its Subsidiary, as the case may be.

      "PERMITTED INVESTMENTS" are:

            (a) Investments shown on the Perfection Certificate and existing on
            the Closing Date; and

            (b) (i) marketable direct obligations issued or unconditionally
            guaranteed by the United States or its agency or any state maturing
            within 1 year from its acquisition, (ii) commercial paper maturing
            no more than 1 year after its creation and having the highest rating
            from either Standard & Poor's Corporation or Moody's Investors
            Service, Inc., (iii) Bank's certificates of deposit issued maturing
            no more than 1 year after issue, (iv) any other investments
            administered through the Bank.

      "PERMITTED LIENS" are:

            (a) Liens existing on the Closing Date and shown on the Perfection
            Certificate or arising under this Agreement or other Loan Documents;

            (b) Liens for taxes, fees, assessments or other government charges
            or levies, either not delinquent or being contested in good faith
            and for which Borrower maintains adequate reserves on its Books, if
            they have no priority over any of Bank's security interests;

            (c) Purchase money Liens (i) on Equipment acquired or held by
            Borrower incurred for financing the acquisition of the Equipment, or
            (ii) existing on equipment when acquired, if the Lien is confined to
            the property and improvements and the proceeds of the equipment;

            (d) Leases or subleases and non-exclusive licenses or sublicenses
            granted in the ordinary course of Borrower's business, if the
            leases, subleases, licenses and sublicenses permit granting Bank a
            security interest; and

            (e) Liens incurred in the extension, renewal or refinancing of the
            indebtedness secured by Liens described in (a) through (d), but any
            extension, renewal or replacement Lien must be limited to the
            property encumbered by the existing Lien and the principal amount of
            the indebtedness may not increase.


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