EXHIBIT 10.57
AMENDMENT OF BUSINESS LOAN AGREEMENT
THIS AMENDMENT OF BUSINESS LOAN AGREEMENT ("Amendment") made NOVEMBER
29, 2001, effective as of September 30, 2001, by and between UNITED AMERICAN
HEALTHCARE CORPORATION, A MICHIGAN CORPORATION, whose address is 0000 XXXXXXX
XXXX XXXX., XXXXX 000, XXXXXXX, XX 00000 (the "Borrower"), and STANDARD FEDERAL
BANK N.A. f/k/a MICHIGAN NATIONAL BANK, a national banking association, whose
address is 27777 Inkster Road (10-60), Xxxxxxxxxx Xxxxx, XX 00000-0000 (the
"Bank").
RECITALS
WHEREAS the Bank has made or agreed to make one or more loans to
Borrower described in and subject to the terms and conditions of a certain
Business Loan Agreement dated September 25, 2000, (the "Loan Agreement") and the
Related Documents described therein;
WHEREAS the Term Loan described in the Loan Agreement (the "Loan") has
matured on September 30, 2001;
WHEREAS Borrower has requested the Bank to extend the maturity date of
the Loan and modify and amend the terms and conditions of the Loan Agreement to
evidence that extension and the Bank has agreed to do so upon the terms and
conditions of the Loan Agreement, Related Documents and this Amendment; and
NOW THEREFORE in consideration of and in reliance upon the foregoing
recitals of fact (which are a material part of this Amendment) and the
agreements between the parties hereinafter set forth, Borrower and Bank AGREE AS
FOLLOWS:
A. DEFINITIONS:
Capitalized terms not defined in this Amendment shall have the meaning
provided in the Loan Agreement.
B. AMENDMENTS OF LOAN AGREEMENT:
1. SECTION I. of the Loan Agreement is by this Amendment deleted in its
entirety and replaced by the following new SECTION I.:
I. LOANS. The following Loans and any amendments, extensions, renewals
or refinancing thereof are subject to this Agreement:
LOAN
TYPE OF LOAN LOAN AMOUNT DATE
TERM LOAN $3,374,000.00 11/29/2001
EFFECTIVE 09/30/2001
PURPOSE of Loans listed above: TO TERM OUT LOAN 142299/02007144.
2. SECTION III.A. OF THE LOAN AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY
AND REPLACED BY THE FOLLOWING NEW SECTION III.A.:
A. FINANCIAL REQUIREMENT, BOOKS AND REPORTS:
1) MAINTAIN A QUARTERLY DEBT SERVICE COVERAGE RATIO OF NOT LESS THAN
1.3 TO 1.0;
2) Maintain a Net Worth of not less than $11,000,000.00;
3) FINANCIAL STATEMENTS. Within THIRTY (30) days after the end of
each fiscal MONTH, furnish to Bank, in form acceptable to Bank,
monthly Financial Statements, OF BORROWER ON A CONSOLIDATED AND
CONSOLIDATING BASIS, prepared and certified by MANAGEMENT.
4) FIELD AUDIT. Allow the Bank's internal auditors to conduct a field
audit of Borrower's books, records and properties UPON REQUEST, at
such times and to such extent as Bank in its sole discretion, may
determine and Borrower agrees to pay Bank for the cost of said
audit(s).
5) OTHER. Promptly furnish to Bank such other information and reports
concerning the Borrower's business, Property, and financial
condition as are provided to Borrower's owners or as Bank shall
request, and permit Bank to inspect, confirm, and copy Borrower's
books and records at any time during Borrower's normal business
hours
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3. SECTION IV.D. of the Loan Agreement is hereby deleted in its entirety
and replaced by the following new SECTION IV.D:
D. TRANSACTION WITH OMNICARE-MICHIGAN. PROVIDE ANY LOANS, ADVANCES OR
OTHER FORMS OF FINANCIAL SUPPORT TO OMNICARE-MICHIGAN WITHOUT THE
ADVANCE WRITTEN NOTIFICATION TO BANK, OR FORGIVE OR FOREGO ANY
MANAGEMENT FEES DUE FROM OMNICARE-MICHIGAN TO BORROWER WITHOUT
ADVANCE WRITTEN NOTIFICATION TO BANK. FURTHERMORE, NO NEW
MANAGEMENT FEES DUE BORROWER FROM OMNICARE-MICHIGAN SHALL EXCEED
THIRTY (30) DAYS PAST DUE, EXCEPT THOSE MANAGEMENT FEES DUE
BORROWER PRIOR TO JULY 31, 2001.
C. SURVIVAL:
In all other respects and except as expressly amended, modified or
restated in this Amendment, the Loan Agreement and all of the terms, covenants
and conditions thereof as originally executed and delivered and heretofore
modified and amended are hereby ratified and confirmed in their entirety and
shall remain in full force and effect until all of the Loans, with all accrued
interest thereon, shall be fully paid and satisfied.
D. EFFECT OF AMENDMENT AND CONSTRUCTION WITH LOAN AGREEMENT AND RELATED
DOCUMENTS:
This Amendment shall not be construed as an agreement to substitute a
new obligation or to extinguish an obligation under the Loan Agreement or
Related Documents and shall not constitute a novation as to the obligations of
the parties. If any express conflict shall exist between the agreements of the
parties herein and as set forth in the Loan Agreement or the Related Documents,
this Amendment shall govern and supersede the agreements set forth in the
previous documents. The Loan Agreement and Related Documents shall continue in
full force and effect, and except as above specifically modified and amended,
shall be unamended, unchanged, and unmodified by this Amendment and shall
continue to secure to Bank the repayment and performance of Borrower's
Indebtedness to Bank.
E. COSTS:
BORROWER AGREES TO PAY BANK ALL OF THE COSTS ASSOCIATED WITH AMENDING
THE LOAN AGREEMENT, INCLUDING THE ATTORNEY FEES AND/OR IN-HOUSE LEGAL FEES
INCURRED WITH PREPARATION OF ALL DOCUMENTATION, AND ALL OTHER FEES INCURRED BY
THE BANK.
IN WITNESS WHEREOF Borrower and Bank have executed this Amendment on
the date first above written.
BORROWER
UNITED AMERICAN HEALTHCARE
CORPORATION,
a MICHIGAN CORPORATION
By: /s/ XXXXXXX XXXXX
-----------------------------------------
XXXXXXX XXXXX
Its: PRESIDENT/CHIEF EXECUTIVE OFFICER
AND
By: /s/ XXXXXXX X. XXXXXXX XX
-----------------------------------------
XXXXXXX X. XXXXXXX XX
Its: CHIEF FINANCIAL OFFICER
BANK
STANDARD FEDERAL BANK N.A. f/k/a
MICHIGAN NATIONAL BANK
A NATIONAL BANKING ASSOCIATION
By: /s/ XXXXXX X. XXXXXX
-----------------------------------------
XXXXXX X. XXXXXX
Its: VICE PRESIDENT
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