7.83% Series C Senior Unsecured Note

EXHIBIT 10.40


ACUSON CORPORATION


7.83% SERIES C SENIOR UNSECURED NOTE DUE DECEMBER 12, 2006


No. 1 December 13, 1999 $5,000,000 PPN 00511# AC 2


FOR VALUE RECEIVED, the undersigned, ACUSON CORPORATION (herein called the "Company"), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to MODERN WOODMEN OF AMERICA, or registered assigns, the principal sum of FIVE MILLION DOLLARS ($5,000,000), as hereinafter provided, with interest (computed on the basis of a 360-day year of twelve 30- day months) (a) on the unpaid balance thereof at the rate of 7.83% per annum from the date hereof, payable semi-annually, on the 12th day of December and June in each year, commencing June 12, 2000, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), payable semi-annually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum equal to 9.83%.


The Company agrees to pay the principal of this Note in five equal installments on December 12 in each of the years 2002 through 2006, inclusive, each in the amount of ONE MILLION DOLLARS ($1,000,000), with the final installment on December 12, 2006 in such amount, or in any case the then unpaid principal amount of this Note.


Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful ...