CRYOLIFE INC
COMMERCIAL PREMIUM FINANCE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>5
<FILENAME>cry10q63004ex105.txt
<DESCRIPTION>COMMERCIAL PREMIUM FINANCE AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.5


                      COMMERCIAL PREMIUM FINANCE AGREEMENT
                             AFCO PREMIUM CREDIT LLC
          A Joint Venture of AFCO Credit Corporation and Marsh USA Inc.
             2951 FLOWERS ROAD SOUTH, SUITE #132, ATLANTA, GA 30341
               TEL. NOS. (770) 455-4850 (800) 288-5410              Page 1 of 2
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<S>                              <C>                       <C>
---------------------------------------------------------- --------------------------------------------------------
Agent (Name and Address)         63-10-01006-0             Insured (Name and Address as shown on the policy)

MARSH USA INC                                              CRYOLIFE, INC.
Attn:  NICK MCKLOSKEY                                      Attn:  MR. ASHLEY LEE
3475 PIEDMONT ROAD STE 1200                                1655 ROBERTS BLVD NW
ATLANTA, GA  30305                                         KENNESAW, GA  30144
(404) 760-0112                                             (770) 419-3355
---------------------------------------------------------- --------------------------------------------------------
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<S>                        <C>                    <C>                       <C>                     <C>

A) Total Premiums          B) Down Payment        C) Amount Financed        D) Finance Charge       E) Total Payments
--------------------------    ---------------    -----------------------    --------------------    ------------------
             1,907,500.00         381,500.00               1,526,000.00               18,656.56          1,544,656.56
--------------------------    ---------------    -----------------------    --------------------    ------------------
F) Annual Percentage Rate     No. of Payments    Amount of Payments           First Installment Due Installment Due Dates
--------------------------    ---------------    -------------------------------    ------------    ------------------
                  3.250%          8 (Monthly)                         193,082.07     06/01/2004                   1st
--------------------------    ---------------    -------------------------------    ------------    ------------------
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                              SCHEDULE OF POLICIES

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<S>                 <C>             <C>                                         <C>         <C>       <C>
------------------- --------------- ------------------------------------------- ----------- --------- ----------------

Policy Prefix and     Effective       Name of Insurance Company and Name and      Type of    Months       Premium $
     Numbers           Date of         Address of General or Policy Issuing      Coverage   Covered
                     Policy/Inst.             Agent or Intermediary
------------------- --------------- ------------------------------------------- ----------- --------- ----------------
     00426825         05/01/2004    NATIONAL UNION FIRE INSURANCE                   DO         12          757,500.00
        3
     ELU08604         05/01/2004    XL SPECIALTY INS CO                            XSDO        12          875,000.00
       8-04
     ELU08604         05/01/2004    XL SPECIALTY INS CO                            XSDO        12          275,000.00
       9-04




------------------- --------------- ------------------------------------------- ----------- --------- ----------------
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(1) DEFINITIONS: The above named insured ("the insured") is the debtor. AFCO
Premium Credit LLC ("AFCO"), a joint venture of AFCO Credit Corporation and
Marsh USA Inc., is the lender to whom the debt is owed. "Insurance company" or
"company", "insurance policy" or "policy" and "premium" refer to those items
listed under the "Schedule of Policies". Singular words mean plural and
vice-versa as may be required in order to give the agreement meaning. For New
York insureds, services for which any charge pursuant to Insurance Law, Section
2119, is imposed, are in connection with obtaining and servicing the policies
listed herein.
NOTICE: 1. DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT OR IF IT CONTAINS ANY
BLANK SPACE. 2. YOU ARE ENTITLED TO A COMPLETELY FILLED IN COPY OF THIS
AGREEMENT. 3. UNDER THE LAW, YOU HAVE THE RIGHT TO PAY OFF IN ADVANCE THE FULL
AMOUNT DUE AND UNDER CERTAIN CONDITIONS TO OBTAIN A PARTIAL REFUND OF THE
SERVICE CHARGE.
                 INSURED AGREES TO THE TERMS SET FORTH ABOVE AND
                       ON THE LAST PAGE OF THIS AGREEMENT

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<S>                          <C>                                                <C>               <C>


                             X      /s/ D.A. Lee                                   VP & CFO          5/5/04
---------------------------  -------------------------------------------------- -----------------  ----------------
INSURED NAME                 SIGNATURE OF INSURED OR AUTHORIZED REPRESENTATIVE    TITLE              DATE
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05212004GAchaxdbibxxdxebabxxd

                         AGENT OR BROKER REPRESENTATIONS
The undersigned warrants and agrees: 1. The policies are in full force and
effect and the information in the Schedule of Policies and the premiums are
correct. 2. The insured has authorized this transaction and recognizes the
security interest assigned herein and has received a copy of this agreement. 3.
To hold in trust for AFCO any payments made or credited to the insured through
or to the undersigned, directly or indirectly, actually or constructively by the
insurance companies or AFCO and to pay the monies as well as any unearned
commissions to AFCO upon demand to satisfy the outstanding indebtedness of the
insured. Any lien the undersigned has or may acquire in the return premiums
arising out of the listed insurance policies is subordinated to AFCO's lien or
security interest therein. 4. The policies comply with AFCO's eligibility
requirements. 5. No audit or reporting form policies, policies subject to
retrospective rating or minimum earned premium are included. The deposit or
provisional premiums are not less than anticipated premiums to be earned for the
full term of the policies. 6. The policies can be cancelled by the insured and
the unearned premiums will be computed on the standard short-rate or pro-rata
table. 7. The undersigned represents that a proceeding in bankruptcy,
receivership, or insolvency has not been instituted by or against the named
insured.
     IF THERE ARE ANY EXCEPTIONS TO THE ABOVE STATEMENTS PLEASE LIST BELOW:

     THE UNDERSIGNED FURTHER WARRANTS THAT IT HAS RECEIVED THE DOWN PAYMENT AND
ANY OTHER SUMS DUE AS REQUIRED BY THE AGREEMENT AND IS HOLDING SAME OR THEY ARE
ATTACHED TO THIS AGREEMENT.
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<S>                          <C>                                                          <C>                  <C>

                             X
---------------------------  -----------------------------------------------------------  -------------------  -----------------
AGENT OR BROKER              SIGNATURE OF AGENT OR BROKER                                  TITLE               DATE

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ZZJV(10/00-win)c.2000Afco Premium Credit LL
7N7TZGQNP7ULRQLibor042604052504010100

<PAGE>


                                                                     Page 2 of 2


(2) ASSIGNMENT OF AGREEMENT: This agreement will be assigned and transferred to
and serviced by AFCO Credit Corporation.
(3) LIMITED POWER OF ATTORNEY: The insured irrevocably appoints AFCO as its
attorney in fact with full authority to cancel the insurance policies for the
reasons stated in paragraph (15), and to receive all sums assigned to AFCO or in
which it has granted AFCO a security interest, AFCO may execute and deliver on
the insured's behalf all documents, instruments of payment, forms, and notices
of any kind relating to the insurance policies in furtherance of this agreement.
(4) PROMISE OF PAYMENT: The insured requests that AFCO pay the premiums in the
Schedule of Policies. The insured promises to pay to AFCO the amount stated in
Block E above according to the payment schedule, subject to the remaining terms
of this agreement.
(5) SECURITY INTEREST: The insured assigns to AFCO as security for the total
amount payable in this agreement any and all unearned premiums and dividends
which may become payable under the insurance policies for whatever reason and
loss payments which reduce the unearned premiums subject to any mortgagee or
loss payee interests. The insured gives to AFCO a security interest in all items
mentioned in this paragraph. The insured further grants to AFCO its interest
which may arise under any state insurance guarantee fund relating to any policy
shown in the Schedule of Policies.
(6) WARRANTY OF ACCURACY: The insured warrants to AFCO that the insurance
policies listed in the Schedule have been issued to the insured and are in full
force and effect and that the insured has not assigned any interest in the
policies except for the interest of mortgagees and loss payees. The insured
authorizes AFCO to insert or correct on this agreement, if omitted or incorrect,
the insurer's name, the policy numbers, and the due date of the first
installment. AFCO is permitted to correct any obvious errors. In the event of
any change or insertion, AFCO will give the insured written notice of those
changes or corrections made in accordance with this provision.
(7) REPRESENTATION OF SOLVENCY: The insured represents that the insured is not
insolvent or presently the subject of any insolvency proceeding.
(8) ADDITIONAL PREMIUMS: The money paid by AFCO is only for the premium as
determined at the time the insurance policy is issued. The insured agrees to pay
the company any additional premiums which become due for any reason. AFCO may
assign the company any rights it has against the insured for premiums due the
company in excess of the premiums returned to AFCO.
(9) SPECIAL INSURANCE POLICIES: If the insurance policy issued to the insured is
auditable or is a reporting form policy or is subject to retrospective rating,
then the insured promises to pay to the insurance company the earned premium
computed in accordance with the policy provisions which is in excess of the
amount of premium advanced by AFCO which the insurance company retains.
(10) NAMED INSURED: If the insurance policy provides that the first named
insured in the policy shall be responsible for payment of premiums and shall act
on behalf of all other insureds with respect to any actions relating to the
policy, then the same shall apply to this agreement. If such is not the case,
then all insureds' names must be shown on this agreement unless a separate
agreement specifies one insured to act in all matters for the others.
(11) FINANCE CHARGE: The finance charge shown in Block D begins to accrue as of
the earliest policy effective date unless otherwise indicated in the Schedule of
Policies.
(12) AGREEMENT BECOMES A CONTRACT: This agreement becomes a binding contract
when AFCO mails a written acceptance to the insured.
(13) DEFAULT CHARGES: If the insured is late in making an installment payment to
AFCO by more than the number of days specified by law the insured will pay to
AFCO a delinquency charge not to exceed the maximum charge permitted by law.
(14) DISHONORED CHECK: If an insured's check is dishonored for any reason and if
permitted by law, the insured will pay to AFCO a fee for expenses in processing
that check not to exceed the amount permitted by law.
(15) CANCELLATION: AFCO may cancel the insurance policies after giving any
required statutory notice and the unpaid balance due to AFCO shall be
immediately payable by the insured if the insured does not pay any installment
according to the terms of this agreement. AFCO at its option may enforce payment
of this debt without recourse to the security given to AFCO. If cancellation
occurs, the borrower agrees to pay a finance charge on the balance due at the
contract rate of interest until that balance is paid in full or until such other
date as required by law.
(16) CANCELLATION CHARGES: If AFCO cancels any insurance policy in accordance
with the terms of this agreement, then the insured will pay AFCO a cancellation
charge, if permitted, up to the limit specified by law.
(17) MONEY RECEIVED AFTER NOTICE OF CANCELLATION: Any payments made to AFCO
after AFCO's notice of cancellation of the insurance policy has been mailed may
be credited to the insured's account without affecting the acceleration of this
agreement and without any liability or obligation on AFCO's part to request
reinstatement of a cancelled insurance policy. Any money AFCO receives from an
insurance company shall be credited to the amount due AFCO with any surplus
being paid over to whomever is entitled to the money. No refund of less than
$1.00 shall be made. In the event that AFCO does request, on the insured's
behalf, a reinstatement of the policy, such request does not guarantee that
coverage under the policy will be reinstated or continued.
(18) ATTORNEY FEES - COLLECTION EXPENSE: If, for collection, this agreement is
placed in the hands of an attorney who is not a salaried employee of AFCO, then
the insured agrees to pay reasonable attorney fees and costs including those in
the course of appeal as well as other expenses, as permitted by law or granted
by the court.
(19) REFUND CREDITS: The insured will receive a refund credit of the finance
charge if the account is voluntarily prepaid in full prior to the last
installment due date as required or permitted by law. Any minimum or fully
earned fees will be deducted as permitted by law.
(20) INSURANCE AGENT OR BROKER: The insurance agent or broker named in this
agreement is the insured's agent, not AFCO's, and AFCO is not legally bound by
anything the agent or broker represents to the insured orally or in writing.
(21) NOT A CONDITION OF OBTAINING INSURANCE: This agreement is not required as a
condition of the insured obtaining insurance coverage.
(22) SUCCESSORS AND ASSIGNS: All legal rights given to AFCO shall benefit AFCO's
successors and assigns. The insured will not assign the policies without AFCO's
written consent except for the interest of mortgagees and loss payees.
(23) LIMITATION OF LIABILITY: The insured agrees that AFCO's liability for
breach of any of the terms of this agreement or the wrongful exercise of any of
its powers shall be limited to the amount of the principal balance outstanding
except in the event of gross negligence or willful misconduct.
(24) ENTIRE DOCUMENT - GOVERNING LAW: This document is the entire agreement
between AFCO and the insured and can only be changed in writing and signed by
both parties except as stated in paragraph (6). The laws of the state indicated
in the insured's address as set forth in the Schedule will govern this agreement
unless stated in that Schedule.

                                                  -----------------------------
                                                       INSURED'S INITIALS
                                                  -----------------------------
                                                             /s/
                                                  -----------------------------
ZZJV (10/00-win) c. 2000 Afco Premium Credit LLC


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