Exhibit 4(e)
SECOND AMENDMENT TO CREDIT AGREEMENT
This Second Amendment to Credit Agreement (the "Amendment") is made as
of July 1, 2001, by and among CERNER CORPORATION, a Delaware corporation (the
"Borrower"), and FIRSTAR BANK, N.A. OVERLAND PARK, formerly know as Firstar Bank
Midwest, N.A. and successor to Mercantile Bank, as Agent and, as of the date
hereof, the sole Bank under the Credit Agreement referred to below, and as
Issuing Bank.
Preliminary Statements
(a) The Borrower, the Agent, the Issuing Bank and the Bank are parties
to a Credit Agreement dated as of April 1, 1999, as amended by a First Amendment
to Credit Agreement dated as of June 30, 2000 (as so amended, the "Credit
Agreement"). Capitalized terms used and not defined in this Amendment have the
meanings given to them in the Credit Agreement.
(b) The Borrower has requested that, among other things, (1) the total
Revolving Credit Commitment be increased to $30 million, (2) the maturity of the
revolving credit facility be extended to June 30, 2004, (3) the interest rate
and non-usage fee with respect to the revolving credit facility be amended in
certain respects, and (4) various covenants in the Credit Agreement be amended
in certain respects.
(c) The Agent, on behalf of the Bank and the Issuing Bank, is willing
to agree to the foregoing requests, subject, however, to the terms, conditions
and agreements set forth below.
NOW, THEREFORE, the parties agree as follows:
1. Increased Commitment. The reference to "$18,000,000" in the
definition of Revolving Credit Commitment in Section 1.1 of the Credit Agreement
is deleted and is replaced by "$30,000,000." In connection therewith, Exhibit A
to the Credit Agreement is deleted and is replaced by Exhibit A to this
Amendment.
2. Termination Date. The definition of Revolving Credit
Termination Date in Section 1.1 of the Credit Agreement is deleted and is
replaced by the following:
"Revolving Credit Termination Date" shall mean June 30, 2004; provided,
however, that if such date would otherwise fall on a date which is not a
Business Day, the Revolving Credit Termination Date shall be the next preceding
Business Day.
3. Interest Rate. The definition of Applicable Margin in Section
1.1 of the Credit Agreement is deleted and is replaced by the following:
"Applicable Margin" shall mean as follows: if at the end of any fiscal
quarter (commencing with the quarter ending on September 30, 2001), the Tangible
Net Worth Ratio is within the respective ranges set forth below, then with
respect to Corporate Base Rate Loans and Eurodollar Loans the "Applicable
Margin" at all times during the second succeeding fiscal quarter shall be the
respective percentages set forth opposite such ratios:
Tangible Net Applicable Margin for Applicable Margin
Worth Ratio Corporate Base Loans for Eurodollar Loans
----------- -------------------- --------------------
Greater than 1.25 to 1 0.50% 1.35%
Less than or equal to 1.25
to 1, but greater than .80 to 1 0.75% 1.10%
Less than or equal to .80 to 1 1.00% 0.85%
provided, however, that during any period that the Borrower has failed to
deliver the financial statements or the Borrowing Base and Compliance
Certificate as required by Section 6.1 hereof, the Applicable Margin for
Corporate Base Rate Loans shall be 0.50% and the Applicable Margin for
Eurodollar Loans shall be 1.35%.
4. Commitment (Non-Usage) Fee. The definition of Applicable
Commitment Fee in Section 1.1 of the Credit Agreement is deleted and is replaced
by the following:
"Applicable Commitment Fee Margin" means as follows: if at the end of
any fiscal quarter the Tangible Net Worth Ratio is within the respective ranges
set forth below, then the Applicable Commitment Fee Margin at all times during
the second succeeding fiscal quarter shall be the percentage set forth opposite
such ratio:
Tangible Net Worth Ratio Margin
------------------------ ------
Greater than 1.25 to 1 0.25%
Less than or equal to 1.25 to 1,
but greater than .80 to 1 0.18%
Less than or equal to .80 to 1 0.12%
provided, however, that during any period that the Borrower has failed to
deliver the financial statements or the Borrowing Base and Compliance
Certificate as required by Section 6.1 hereof, the Applicable Commitment Fee
Margin shall be 0.25%.
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5. Foreign Subsidiary. The definition of Foreign Subsidiary in
Section 1.1 of the Credit Agreement is deleted and is replaced by the following:
"Foreign Subsidiary" shall mean any Subsidiary that is not
organized under the laws of any State of the United States of America
or that has any permanent place of business outside the United States
of America, including, without limitation, Cerner Corporation PTY
Limited, a corporation organized under the laws of Australia, Cerner
FSC, Inc., a corporation organized under the laws of Barbados, Cerner
Limited, a corporation organized under the laws of the United Kingdom,
Cerner Deutschland GmbH, a corporation organized under the laws of
Germany, Cerner Singapore Limited, a Delaware corporation, Cerner
Canada Limited, a Delaware corporation, Cerner (Malaysia) SDN BHD, a
corporation organized under the laws of Malaysia, and Cerner Belgium,
Inc., a Delaware corporation.
6. Subsidiary Guarantors. The definition of Subsidiary Guarantors
in Section 1.1 of the Credit Agreement is deleted and is replaced by the
following:
"Subsidiary Guarantor" shall mean each Subsidiary of the
Borrower other than the Foreign Subsidiaries. As of July 1, 2001, the
Subsidiary Guarantors are (1) Cerner Properties, Inc., (2) Cerner
International, Inc., (3) Cerner Multum, Inc., (4) Cerner Health
Connections, Inc., (5) Cerner Health Facts, Inc., (6) Cerner Citation,
Inc., (7) Cerner Investment Corp., (8) Health Network Ventures, Inc.,
(9) Cerner Campus Redevelopment Corporation, and (10) Cerner Radiology
Information Systems, Inc.
7. Definition of Consolidated Total Assets. Section 1.1 of the
Credit Agreement is amended to add the following definition in the appropriate
alphabetical order:
"Consolidated Total Assets" shall mean, at any date, the total assets
of the Borrower and its Subsidiaries as determined on a consolidated basis in
accordance with GAAP, as reflected in the most recent financial statements of
the Borrower and its Subsidiaries delivered to the Bank in accordance with
Section 6.1 hereof.
8. Permitted Liens.
(a) Purchase Money Liens. Subsection (vi) of the definition
of Permitted Liens in Section 1.1 of the Credit Agreement is deleted and is
replaced by the following:
(vi) Liens existing on any assets acquired by the Borrower or
any of its Subsidiaries after the date of this Agreement
or created at the time of acquisition of such assets by
the Borrower or any of its Subsidiaries after the date
of this Agreement to secure purchase money Indebtedness;
provided that any such acquisition or incurrence of
Indebtedness must be permitted by all other applicable
provisions of this Agreement, that the Lien must not
extend to any assets other than those being acquired,
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that the purchase money Indebtedness not exceed 90% of
the value of the asset so acquired, and that the
aggregate amount of purchase money Indebtedness secured
by all such Liens (excluding the aggregate amount of
purchase money Indebtedness incurred pursuant to an
Acquisition that is permitted by the terms of this
Agreement) does not at any time exceed 5% of
Consolidated Total Assets;
(b) Additional Basket. A new subsection (x) is added to the
definition of Permitted Liens in Section 1.1 of the Credit Agreement which reads
as follows:
(x) in addition to the Liens described in subparts (i)
through (ix) above, other Liens provided that the
aggregate amount of Indebtedness secured thereby does
not at any time exceed 5% of Consolidated Total Assets.
(c) Conforming Stylistic Changes. The "and" at the end of subpart
(viii) of the definition of Permitted Liens in Section 1.1 of the Credit
Agreement is deleted. Similarly, the period at the end of subpart (ix) of such
definition is deleted and is replaced by "; and".
9. Amendments to Section 6.1 Regarding Information
(a) New Subsidiary. Subpart (f) of Section 6.1 of the Credit
Agreement is deleted and is replaced by the following:
(f) except as otherwise provided in Section 6.11(d), not
more than 5 Business Days after the formation of any
Subsidiary or any Acquisition that, upon the
consummation of that Acquisition, will result in any
Person becoming a Subsidiary of the Borrower, notice
thereof describing such transaction or event and the
expected proceeds to be received therefrom, in detail
satisfactory to the Majority Banks;
(b) Audit Management Letter. Subpart (h) of Section 6.1 of the
Credit Agreement is deleted and is replaced by the following:
(h) [this subsection intentionally left blank]
(c) Timing of Certain Information. The reference to "30 days" in
subpart (a) of Section 6.1 of the Credit Agreement is deleted and is replaced by
"45 days". Similarly, the reference to "30 days" in subpart (l) of Section 6.1
of the Credit Agreement is deleted and is replaced by "45 days".
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10. Litigation Notices. Subpart (a) of Section 6.2 of the Credit
Agreement is deleted and is replaced by the following:
(a) all legal or arbitration proceedings, and of all
proceedings by or before any Governmental Authority
affecting the Borrower or any of its Subsidiaries which,
if adversely determined, might result in a monetary loss
(regardless of whether any portion of such loss is
covered by insurance) to the Borrower or any such
Subsidiary in an amount in excess of 1% of Consolidated
Total Assets individually or in excess of 5% of
Consolidated Total Assets in the aggregate for all such
proceedings; and
11. Restrictive Agreements by Subsidiaries. Section 6.10(b) of the
Credit Agreement is deleted and is replaced by the following:
(b) [this subsection intentionally left blank]
12. Acquisitions.
(A) Notifications. Section 6.11(d)(i) of the Credit
Agreement is deleted and is replaced by the following:
(i) in the case of an Acquisition in which the value
of the assets, securities or other interests
acquired equals or exceeds 5% of Consolidated
Total Assets, at least 5 Business Days prior
written notice of such Acquisition, which notice
shall include a description of the terms of the
Acquisition, the manner in which it will be
financed, summary historical financial
information about the Person being acquired or
the Person from whom such assets are being
acquired, as the case may be, pro forma financial
calculation demonstrating why the proposed
Acquisition will not result in any Default under
this Agreement, and
(B) Section 6.11(D)(II). Section 6.11(d)(ii) of the Credit
Agreement is deleted and is replaced by the following:
(ii) [this subsection intentionally left blank]
(C) Transfers Among Obligors. A new Section 6.11(f) is added
to the Credit Agreement which reads as follows:
(f) any transfer of assets by the Borrower to any
Subsidiary Guarantor, or any transfer of assets
by any Subsidiary Guarantor to the Borrower or to
any other Subsidiary
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Guarantor, in each case provided that (i) no
Default or Event of Default then exists or would
result therefrom, and (ii) in the case of any
transfer of assets the value of which exceeds 5%
of Consolidated Total Assets at such time, the
Borrower gives the Agent written notice of the
nature and specifics of such transfer not more
than five (5) Business Days after such transfer.
In connection with the addition of such new Section 6.11(f), (1) the
"or" at the end of Section 6.11(d)(iii) of the Credit Agreement is
deleted and is replaced by a semicolon, and (2) the period at the end
of Section 6.11(e) of the Credit Agreement is deleted and is replaced
by "; or".
13. Sale and Lease-backs. Section 6.13 of the Credit Agreement is
deleted and is replaced by the following:
6.13. Sale and Lease-Back Transactions. The Borrower shall
not, nor shall it permit any of its Subsidiaries to,
enter into any arrangement, directly or indirectly, with
any Person (other than the Borrower or one of its
Subsidiaries except a Foreign Subsidiary) whereby it
shall sell or transfer any property, real or personal,
whether now owned or hereafter acquired, and thereafter
rent or lease such property or other property which it
intends to use for substantially the same purpose or
purposes as the property being sold or transferred (a
"Sale and Lease-Back Transaction"); provided that the
Borrower or one or more of its Subsidiaries may enter
into any Sale and Lease-Back Transaction if (a) at the
time of such Sale and Lease-Back Transaction no Default
shall have occurred and be continuing, and (b) the
aggregate amount of property sold or transferred
pursuant to such Sale and Lease-Back Transaction and all
prior Sale and Lease-Back Transactions since the date of
this Agreement does not exceed 5% of Consolidated Total
Assets.
14. Permitted Investments.
(a) Government Obligations. Section 6.14(a) of the Credit
Agreement is deleted and is replaced by the following:
(a) Investments in short-term or long-term
obligations issued or fully guaranteed by the
U.S. Government;
(b) Strategic Investments. Section 6.14(f) of the Credit
Agreement is deleted and is replaced by the following:
(f) Investments in other companies for strategic
alliance or investment purposes in an aggregate
amount outstanding at any time not to exceed 5%
of Consolidated Total Assets;
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(c) Foreign Debt. Section 6.14(g) of the Credit Agreement is
deleted and is replaced by the following:
(g) Investments in foreign government debt in an
aggregate amount outstanding at any time not to
exceed 5% of Consolidated Total Assets;
15. Transactions with Affiliates. Section 6.16 of the Credit
Agreement is deleted and is replaced by the following:
6.16. Transactions With Affiliates. The Borrower shall not,
and shall not permit any of its Subsidiaries to, directly or
indirectly, (a) make any Investment in an Affiliate, (b) transfer,
sell, lease, assign or otherwise dispose of any assets to an Affiliate,
(c) merge or consolidate with or purchase or acquire any assets from an
Affiliate, (d) Guarantee or assume any obligations of an Affiliate, or
(e) enter into any other transaction directly or indirectly with or for
the benefit of an Affiliate; provided that (i) any Affiliate who is an
individual may serve as a director, officer or employee of the
Borrower, or any of its Subsidiaries and receive compensation or
indemnification in connection with his services in such capacity, (ii)
the Borrower or any Subsidiary may enter into any sale, license, lease
or similar transaction with an Affiliate in the ordinary course of
business if the monetary or business consideration arising therefrom
would be not materially less advantageous to the Borrower or the
Subsidiary as the monetary or business consideration which it would
obtain in a comparable arm's-length transaction with a similarly
situated Person not an Affiliate, and (iii) the prohibitions in
subparts (a) and (d) of this Section 6.16 on transactions with
Affiliates are modified as follows: (x) the prohibitions do not apply
insofar as such Investment or Guarantee, as the case may be, exists on
the date hereof, and (y) notwithstanding such prohibitions (1) the
Borrower may Guarantee or assume any obligations of a Subsidiary
(provided that (i) the obligations being Guaranteed or assumed do not
include any obligation of the Subsidiary to pay Indebtedness, and (ii)
the Borrower itself could have entered into the transaction or
transactions giving rise to the obligations being Guaranteed or assumed
without violating any provision of this Agreement), and (2) the
Borrower may make such Investments and Guarantee such obligations if
the aggregate outstanding amount of such Investments and such
Guaranteed obligations do not at any time exceed 5% of Consolidated
Total Assets. In addition, the prohibitions in subpart (b) of this
Section 6.16 shall not apply to any transfer of assets made in
accordance with the provisions of Section 6.11(f).
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16. Notice of Business Location Change. Section 6.20(a) of the
Credit Agreement is deleted and is replaced by the following:
(a) The Borrower shall not, and shall not permit any of its
Subsidiaries to, (i) engage in any business other than that in which it is
presently engaged or is directly related thereto, (ii) change its corporate
structure, or (iii) liquidate, wind-up or dissolve itself.
17. Inactive Subsidiaries. The definition of Inactive Subsidiaries
in Section 1.1 of the Credit Agreement is deleted and is replaced by the
following:
"Inactive Subsidiaries" means Cerner Campus
Redevelopment Corporation and Cerner Radiology Information
Systems, Inc.
18. Replacement Schedules. Schedules 1.1, 5.12, 5.14 and 6.14 of
the Credit Agreement are deleted and are replaced by Schedules 1.1, 5.12, 5.14
and 6.14 to this Amendment.
19. Subsidiary Merger. Section 6.11(e) of the Credit Agreement is
deleted and is replaced by the following:
(e) any merger or consolidation, so long as after giving
effect thereto, no Default or Event of Default has
occurred and is continuing and provided that either (i)
the Borrower is the surviving corporation thereof, or
(ii) in the case of a merger or consolidation involving
a Wholly-Owned Subsidiary and one more other Persons
(other than the Borrower), either (1) the Wholly-Owned
Subsidiary is the surviving corporation thereof, or (2)
the Wholly-Owned Subsidiary is merged or consolidated
into such other Person and (x) contemporaneously
therewith, the other Person becomes a Wholly-Owned
Subsidiary, and (y) if the Wholly-Owned Subsidiary being
merged or consolidated is a Subsidiary Guarantor, the
Borrower shall cause such other Person, within five (5)
Business Days after such merger or consolidation, as the
case may be, to become a party to the Subsidiary
Guaranty (even if, notwithstanding anything to the
contrary in Section 6.10(c), such other Party is a
Foreign Subsidiary) and to comply with the other
provisions under Section 6.10(c) applicable to a Person
who becomes a Subsidiary.
20. Conditions Precedent to Amendment. Notwithstanding anything in
this Amendment to the contrary, unless and to the extent the Agent waives the
benefits of this sentence by giving written notice thereof to the Borrower,
neither the Agent, any Bank or the Issuing Bank shall have any duties under this
Amendment, nor shall any waivers, releases or other concessions, if any, made or
given by the Agent, any of the Banks, or the Issuing Bank under this Amendment
be effective, in each case until the Agent has received fully executed originals
of each of the following, each in form and substance satisfactory to the Agent:
8
(a) Amendment. This Amendment;
(b) NOTE. A promissory note from the Borrower, as maker, to
Firstar Bank, N.A. Overland Park, as payee, dated on or about the date
hereof, in the stated principal amount of $30,000,000, which note shall
amend and restate the Note originally issued to such Bank pursuant to
the Credit Agreement.
(c) Other. Such other documents as the Agent may reasonably
request in connection with the transactions contemplated hereby.
21. Firstar. Firstar Bank Midwest, N.A. has changed its name to
Firstar Bank, N.A. Overland Park. Accordingly, unless the context clearly
requires otherwise, all references in the Credit Agreement and the other Credit
Documents to Firstar Bank Midwest, N.A. (whether in its capacity as Agent, the
Issuing Bank or as a Bank) are amended to refer instead to "Firstar Bank, N.A.
Overland Park, and its successors and assigns".
22. Representations and Warranties. The Borrower represents and
warrants to the Agent. the Bank and the Issuing Bank as follows: (a) it is a
duly organized and validly existing corporation and has full corporate power and
authority to enter into this Amendment and any documents or transactions
contemplated hereby and to pay and perform its obligations in respect of each of
the foregoing; (b) the execution, delivery and performance by the Borrower of
this Amendment and any documents contemplated hereby or any transactions
contemplated hereby do not violate or conflict with, or require any consent
under, (i) the Borrower's certificate of incorporation, by-laws, or any other
agreement or document relating to the Borrower's existence or authority to act,
(ii) any agreement or instrument to which the Borrower is a party or by which
the Borrower or any of its properties is bound, (iii) any court order, judicial
proceeding or any administrative or arbitral order or decree, or (iv) any
applicable law, rule or regulation; and (c) no authorization, approval or
consent of or by, and no notice to or filing or registration with, any
governmental authority or any other Person is necessary for the Borrower to
enter into this Amendment or any document contemplated hereby or any transaction
contemplated hereby or to perform its obligations with respect to each of the
foregoing.
23. Reaffirmation of Credit Documents. The Borrower reaffirms its
obligations under the Credit Agreement and the other Credit Documents to which
it is a party or by which it is bound, and represents, warrants and covenants to
the Agent, the Issuing Bank and the Bank, as a material inducement to the Agent,
the Issuing Bank and the Bank to enter into this Amendment and the transactions
contemplated hereby, that: (a) the Borrower has no (and, in any event, hereby
waives any) defense, claim or right of setoff in respect of the Credit
Agreement, any of the other Credit Documents or the actions or inactions of the
Agent, the Issuing Bank or the Bank; and (b) all representations and warranties
made by the Borrower in the Credit Agreement and the other Credit Documents are
true and complete on the date hereof as if made on the date hereof.
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24. No Other Amendments. Except as amended hereby, the Credit
Agreement and the other Credit Documents shall remain in full force and effect
and be binding on the Borrower in accordance with their respective terms.
25. Counterparts; Fax Signatures. This Amendment and any document
contemplated hereby may be executed in one or more counterparts and by different
parties thereto, all of which counterparts, when taken together, shall
constitute but one agreement. This Amendment and any document contemplated
hereby may be executed and delivered by facsimile or other electronic
transmission, and any such execution or delivery shall be fully effective as if
executed and delivered in person.
26. Legal Fees. The Borrower shall pay all legal fees and expenses
incurred by the Agent in connection with the preparation and closing of this
Amendment and any other documents referred to herein and the consummation of any
transactions referred to herein, such legal fees not to exceed $5,000.
27. Mo.rev.stat. Ss. 432.045 Required Notice. The following
statement is given pursuant to Mo.Rev.Stat. ss. 432.045: "ORAL AGREEMENTS OR
COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT
OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE.
TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR
DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN
THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT." All other
Credit Documents are incorporated into this Amendment; provided, however, that,
to the extent of any direct conflict between the terms and conditions of the
other Credit Documents and this Amendment, the terms and conditions of this
Amendment shall prevail and govern.
28. Governing Law. This Amendment shall be governed by the laws of
the State of Missouri without regard to any choice of law rule thereof giving
effect to the laws of any other jurisdiction.
[signature page(s) follow]
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IN WITNESS WHEREOF, the parties have entered into this Amendment as of
the date first above written.
CERNER CORPORATION, a Delaware corporation
By: /s/Xxxx X. Xxxxxxxx
------------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: CFO
FIRSTAR BANK, N.A. OVERLAND PARK,
formerly known as Firstar Bank Midwest, N. A.,
as Agent, as Issuing Bank and as a Bank
By: /s/Xxxx X. Xxxxxxxxx
------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: SVP
Consent of Guarantors
Reference is made to the Guaranty dated as of April 1, 1999, in favor
of the Agent, on behalf of the Banks and the Issuing Bank, to which the
undersigned are parties, either as an original signatory thereto or pursuant to
any subsequent assumption, joinder or other agreements (each a "Guarantor"), and
any other guaranty executed by any Guarantor in favor of the Agent or any Bank
or the Issuing Bank relating to any indebtedness of the Borrower to any Bank or
the Issuing Bank (collectively, with respect to each Guarantor, such Guarantor's
"Guaranty"). Capitalized terms used and not defined in this Consent of
Guarantors have the meanings given to them in the Credit Agreement referred to
in the above Amendment. To induce the Agent, the Issuing Bank and the Bank to
enter into the above Amendment, each Guarantor: (a) consents to the Borrower,
the Agent, the Issuing Bank and the Bank entering into the above Amendment,
including, without limitation, the provisions therein relating to the increase
in the maximum principal amount of the revolving credit facility under the
Credit Agreement from $18,000,0000 to $30,000,000; (b) agrees that the
execution, delivery and performance of the above Amendment and any documents or
transactions contemplated thereby shall not discharge, limit or otherwise impair
the obligations of such Guarantor under such Guarantor's Guaranty; (c) agrees
that such Guarantor's Guaranty is and remains in full force and effect and is
enforceable against such Guarantor in accordance with its terms; (d) waives any
defense, claim or right of setoff such Guarantor may have in respect of such
Guarantor's Guaranty, the Credit
11
Agreement, the other Credit Documents or the actions or inactions of the Agent,
the Issuing Bank or any Bank; and (e) agrees that neither the Agent, the Issuing
Bank or any Bank has any duty to give such Guarantor notice of or obtain such
Guarantor's consent to the transactions described in the above Amendment, and
that the Agent, the Issuing Bank and the Bank's giving of notice to such
Guarantor and obtainment of such Guarantor's consent in this instance shall not
impose any similar or other duty upon the Agent, the Issuing Bank or any Bank in
any future matter or transaction. This Consent of Guarantors may be validly
executed and delivered by fax or other electronic transmission and in multiple
counterparts and by different parties thereto.
CERNER INTERNATIONAL, INC., CERNER MULTUM, INC.,
a Delaware corporation a Delaware corporation, formerly known as
Multum Information Services, Inc.
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxxxxx
----------------------------- --------------------------------
Name: Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx
Title: Treasurer Title: Treasurer
CERNER PROPERTIES, INC., CERNER HEALTH FACTS, INC.,
a Delaware corporation a Delaware corporation
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxxxxx
----------------------------- --------------------------------
Name: Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx
Title: CFO Title: CFO
CERNER HEALTH CONNECTIONS, INC., CERNER CITATION, INC., a Delaware
a Delaware corporation corporation, formerly known as Cerner
Performance Logistics, Inc.
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxxxxx
----------------------------- --------------------------------
Name: Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx
Title: CFO Title: CFO
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CERNER INVESTMENT CORP., CERNER CAMPUS REDEVELOPMENT
a Nevada corporation CORPORATION, a Missouri corporation
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxxxxx
--------------------------------- --------------------------------
Name: Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx
Title: CFO Title: Secretary & Treasurer
HEALTH NETWORK VENTURES, INC.,
a Delaware corporation
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Treasurer
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Exhibit A
---------
COMMITMENTS
-----------
Firstar Bank, N.A. Overland Park $30,000,000
TOTAL $30,000,000
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SCHEDULE 1.1
EXISTING LIENS
--------------
1. Cerner Corporation PTY Limited has put money into escrow in connection
with the sale and installation of Cerner systems to Royal Alexandra
Hospital.
2. GE Healthcare Financial Services has filed a UCC financing statement in
connection with the Assignment and Xxxx of Sale of Stream of Payments
Agreement dated as of June 28, 2001 related to Eastern Maine
Healthcare.
3. GE Healthcare Financial Services has filed a UCC financing statement in
connection with the Assignment and Xxxx of Sale of Stream of Payments
Agreement dated as of June 25, 2001 related to Somerset Hospital.
4. GE Healthcare Financial Services has filed a UCC financing statement in
connection with the Assignment and Xxxx of Sale of Stream of Payments
Agreement dated as of June 25, 2001 Uniontown Hospital.
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SCHEDULE 5.12
EXISTING SUBSIDIARIES
^ Denotes Subsidiary not wholly-owned by Cerner Corporation or Cerner
International, Inc.
* Denotes Foreign Subsidiary
A. Cerner Corporation ahs the following Subsidiaries:
--------------------------------------------------
o Cerner Health Connections, Inc., a Delaware corporation
o Cerner Health Facts, Inc., a Delaware corporation
o Cerner Multum, Inc., a Delaware corporation
o Cerner Radiology Information Systems, Inc., a Texas corporation
o Cerner Citation, Inc., a Delaware corporation
o Cerner Properties, Inc., a Delaware corporation
o Cerner International, Inc., a Delaware corporation
o Cerner Investment Corp., a Nevada corporation
o Health Network Ventures, Inc., a Delaware corporation
o Cerner Campus Redevelopment Corporation, a Missouri corporation
o *Cerner FSC, Inc., a corporation organized under the laws of
Barbados (Wholly-Owned Subsidiary of Cerner Corporation)
o *Cerner Canada Limited, a Delaware corporation (Wholly-Owned
Subsidiary of Cerner Corporation)
o ^*Cerner (Malaysia) SDN BHD, a corporation organized under the laws
of Malaysia (Cerner Corporation owns 99,998 shares, the remaining 2
shares are owned by Xxxxxx s/o Mariassosay and Syed Xxxx Xxxxx Bin
Dato' Xxxx Xxxxx respectively)
o *Cerner Belgium, Inc.
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A. Cerner International, Inc. has the following Subsidiaries:
----------------------------------------------------------
o *Cerner Singapore Limited, a Delaware corporation
o *Cerner Corporation PTY Limited, a corporation organized under the
laws of Australia
o ^*Cerner Limited, a corporation organized under the laws of the
United Kingdom (Cerner International, Inc. owns 9,999 shares, the
remaining 1 share is owned by Huntsmoor Nominees Limited)
o *Cerner Deutschland GmbH, a corporation organized under the laws of
Germany
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SCHEDULE 5.14
EXISTING MATERIAL CONTRACTS
---------------------------
1. This Agreement, as amended.
2. Direct Application Reseller Agreement dated June 30, 2001 between the
Borrower and Compaq Computer Corporation.
3. Note Agreement dated as of April 1, 1999 between the Borrower,
Principal Life Insurance Company, Principal Life Insurance Company, on
behalf of one or more separate accounts, Commercial Union Life
Insurance Company of America, Nippon Life Insurance Company of America,
Xxxx Xxxxxxx Mutual Life Insurance Company, Xxxx Xxxxxxx Variable Life
Insurance Company, Investors Partner Life Insurance Company.
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SCHEDULE 6.14
EXISTING INVESTMENTS
--------------------
1. The Borrower has a 40% ownership in Cerner Arabia Ltd. in Saudi Arabia
2. The Borrower owns approximately 3% of the common stock of WebMD common
stock
3. The Borrower has an ownership interest in Protocare, Inc.
4. The Borrower has an ownership interest in Cogent Healthcare, Inc.
5. The Borrower has an ownership interest in Blue Ox Medical Network, Inc.
6. The Borrower has an ownership interest in XxxxXxxxxxxx.xxx, Inc.
7. The Borrower has an ownership interest in LifeMetrix, Inc.
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