TBCC
AMENDMENT TO LOAN AGREEMENT
BORROWER: ENDOCARE, INC.
ADDRESS: 7 STUDEBAKER
XXXXXX, XXXXXXXXXX 00000
DATE: APRIL 24, 2000
THIS AMENDMENT TO LOAN AGREEMENT (the "Amendment") is entered into as of
the above date between TRANSAMERICA BUSINESS CREDIT CORPORATION ("TBCC") and the
borrower named above ("Borrower") with respect to the Loan and Security
Agreement between TBCC and Borrower dated July 29, 1999 (as amended from time to
time, the "Loan Agreement"). (This Amendment, the Loan Agreement, the Schedule
to the Loan Agreement (the "Schedule"), and all other documents, instruments and
agreements between TBCC and the Borrower are referred to herein collectively as
the "Loan Documents"). Capitalized terms used but not defined in this
Amendment, shall have the meanings set forth in the Loan Agreement. The parties
hereto desire to amend the Loan Agreement as set forth herein, effective as of
the date hereof.
1. MODIFIED CREDIT LIMIT. The section of the Schedule to Loan
Agreement entitled "1. Credit Limit (Section 1.1)" is hereby amended in its
entirety to read as follows:
"1. CREDIT LIMIT (Section 1.1):
An amount (the "Credit Limit") not to exceed the lesser of:
$5,000,000 at any one time outstanding; or the sum of (a) and (b) below:
(a) Loans (the "Formula Loans") in an amount not to exceed 80% of the amount
of Borrower's Eligible Receivables (as defined in Section 9.1(n) above); plus
(b) Loans (the "Non-Formula Loans") in an amount equal to $4,000,000.
Loans made to the Borrower will first be Formula Loans to the extent Formula
Loans are available to Borrower (based on the most recent Borrowing Base
Certificate provided by Borrower to TBCC under the Streamlined Facility
Agreement of even date), and next Non-Formula Loans to the extent available to
Borrower."
2. INTEREST. The section of the Schedule to Loan Agreement entitled
"2. INTEREST (Section 2.1)" is hereby amended in its entirety to read as
follows:.
"2. INTEREST. (Section 2.1): The interest rate in effect throughout each
calendar month during the term of this Agreement shall be the highest "Base
Rate" in effect during such month, plus
(a) In the case of Formula Loans, 2% per annum, and
(b) In the case of Non-Formula Loans, 3.5% per annum;
provided that the interest charged for each month shall be a minimum of $10,000,
regardless of the amount of the Obligations outstanding. Interest shall be
calculated on the basis of a 360-day year for the actual number of days elapsed.
"Base Rate" shall mean the highest prime, base or equivalent rate of interest
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announced from time to time by Citibank, N.A., First National Bank of Chicago
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and Bank of America, N.A. (which may not be the lowest rate of interest charged
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by such bank)."
3. REVISED TERMINATION FEE. That portion of section 3 of the Schedule
to Loan Agreement regarding Fees relating to the Termination Fee (Section
1.6(b)) is hereby amended to read as follows:
"Termination Fee (Section 1.6(b)): An amount equal to $10,000 multiplied by
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each month (or portion thereof) from the effective date of termination to the
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Maturity Date, provided that the Termination Fee shall not exceed $90,000. The
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Termination Fee shall be payable on the date of termination."
4. NEW WARRANTS. Concurrently herewith, and as one of the conditions
precedent to the effectiveness hereof, Borrower shall execute and deliver to
TBCC (or an affiliate of TBCC as TBCC shall identify), additional warrants to
purchase 10,390 shares of common stock of the Borrower at an initial per share
exercise price of $15.40.
5. FEE. In consideration of TBCC entering into this Agreement,
Borrower has paid TBCC a fee in the amount of $20,000, which shall be
non-refundable and in addition to all interest and other fees payable to TBCC
under the Loan Documents.
6. GENERAL PROVISIONS. This Agreement, the Loan Agreement, and the
other Loan Documents set forth in full all of the representations and agreements
of the parties with respect to the subject matter hereof and supersede all prior
discussions, representations, agreements and under-standings between the parties
with respect to the subject hereof. Except as herein expressly amended, all of
the terms and provisions of the Loan Agreement and the other Loan Documents
shall continue in full force and effect and the same are hereby ratified and
confirmed. This Agreement may be executed in any number of counterparts, which
when taken together shall constitute one and the same agreement.
Borrower: TBCC:
ENDOCARE, INC. TRANSAMERICA BUSINESS CREDIT
CORP
By: By: /s/ Xxxx X. Xxxxx By: /S/
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Title: Chief Executive Office Title:
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Sr. Vice President and
Chief Financial Officer
GUARANTOR CONSENT
The undersigned guarantor acknowledges that its consent to the foregoing
Amendment is not required, but the undersigned nevertheless does hereby consent
to the foregoing Amendment and to the documents and agreements referred to
therein and to all future modifications and amendments thereto, and any
termination thereof, and to any and all other present and future documents and
agreements between or among the fore-going parties. Nothing herein shall in any
way limit any of the terms or provisions of the Continuing Guaranty of the
undersigned, all of which are hereby ratified and affirmed. Nothing herein shall
imply any obligation on the part of any party to obtain the consent of the
undersigned to any future transaction, whether or not similar to the foregoing.
Advanced Medical Procedures, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Sr. Vice President and
Chief Financial Officer
