EXHIBIT 10.30
SANDSPORT DATA SERVICES, INC.,
SANDATA, INC.,
SANDATA HOME HEALTH SYSTEMS, INC.,
SANTRAX PRODUCTIVITY, INC.,
SANDATA SPECTRUM, INC.,
PRO-HEALTH SYSTEMS, INC.,
formerly known as Sandata Inteck, Inc.,
SANTRAX SYSTEMS, INC.
AND
HSBC BANK USA
formerly known as
MARINE MIDLAND BANK
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THIRD AMENDMENT AND WAIVER DATED AS OF
AUGUST 24, 2001 TO LOAN AGREEMENT
DATED AS OF APRIL 18, 1997
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THIS THIRD AND WAIVER AMENDMENT made as of the 24th day of August, 2001
among SANDSPORT DATA SERVICES, INC., a New York corporation having its principal
place of business at 00 Xxxxxx Xxxx Xxxxx, Xxxx Xxxxxxxxxx, Xxx Xxxx 00000 (the
"Company"), SANDATA, INC., SANDATA HOME HEALTH SYSTEMS, INC., SANTRAX
PRODUCTIVITY, INC., SANDATA SPECTRUM, INC. and PRO-HEALTH SYSTEMS, INC.,
formerly known as Sandata Inteck, Inc., each a Delaware corporation having its
principal place of business at 00 Xxxxxx Xxxx Xxxxx, Xxxx Xxxxxxxxxx, Xxx Xxxx
00000 and SANTRAX SYSTEMS, INC., a New York corporation having its principal
place of business at 00 Xxxxxx Xxxx Xxxxx, Xxxx Xxxxxxxxxx, Xxx Xxxx 00000
(individually, a "Guarantor" and, collectively, the "Guarantors")
and
HSBC BANK USA, formerly known as Marine Midland Bank, a New York bank,
having an office at 000 Xxxxx Xxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000 (the
"Bank").
W I T N E S S E T H:
WHEREAS, the Company, the Guarantors and the Bank entered into a certain
revolving credit agreement dated as of April 18, 1997, as amended by a First
Amendment dated as of August 3, 1999 and a Second Amendment dated as of February
14, 2000 (collectively, the "Agreement") providing for certain financial
accommodations to the Company and which Agreement is now in full force and
effect; and
WHEREAS, the Company has requested that the Bank amend and waive compliance
with certain terms and provisions of the Agreement and the Bank has agreed to
amend and waive such terms and provisions;
NOW, THEREFORE, in consideration of the premises and the agreements
hereinafter set forth and for other good and valuable consideration, the parties
hereto agree as follows:
1. As used in this Third Amendment capitalized terms, unless otherwise
defined, shall have the meaning ascribed thereto in the Agreement.
2. The Bank and the Company agree that as of August 23, 2001 the
outstanding principal balance of the Revolving Credit Note was $4,050,000.00 and
all interest due on the Revolving Credit Note has been paid through July 31,
2001.
3. Section 5.10 (a) (ii) of the Agreement is hereby amended to delete the
language contained therein and to substitute the following therefor:
"(ii)Net Worth of at least $5,435,000 on May 31, 2001 to be
increased by $150,000.00 to at least $5,585,000 on May 31, 2002 and to
be increased by at least $150,000.00 as at the end of each fiscal year
thereafter.
4. The Borrower and each Guarantor hereby represents and warrants to the
Bank that:
(a) Each and every of the representations and warranties set forth in the
Agreement is true as of the date hereof and with the same effect as
though made on the date hereof, and is hereby incorporated herein in
full by reference as if fully restated herein in its entirety.
(b) Except for the waivers granted hereunder, no Default or Event of
Default and no event or condition which, with the giving of notice or
lapse of time or both, would constitute such a Default or Event of
Default, now exists or would exist after giving effect hereto.
5. Subject to the satisfaction of the conditions set forth in paragraph 10
hereof, the Bank hereby waives any noncompliance with the following provisions
of the Agreement: (a) Section 5.10 (a) (ii) for the fiscal year ended May 31,
2001, solely to the extent that Net Worth was actually $5,435,000, rather than
the required $7,561,000 and (b) Section 5.10 (b) for the fiscal year ended May
31, 2001, solely to the extent that a net profit after taxes of $1.00 was not
attained and the Company had a net loss after taxes of $2,100,000. These waivers
are limited to the circumstances and conditions set forth above. These shall not
be deemed continuing or further waivers of these or any other terms or
provisions of the Agreement.
6. It is expressly understood and agreed that all collateral security for
the Advances and other extensions of credit set forth in the Agreement prior to
the amendment provided for herein is and shall continue to be collateral
security for the Advances and other extensions of credit provided in the
Agreement as herein amended. Without limiting the generality of the foregoing,
the Company hereby absolutely and unconditionally confirms that each document
and instrument executed by the Company pursuant to the Agreement continues in
full force and effect, is ratified and confirmed and is and shall continue to be
applicable to the Agreement (as herein amended).
7. By their execution of this Amendment in the space provided below, each
of the Guarantors indicated below hereby consent to this Amendment and reaffirm
their continuing liability under their respective guarantees, in respect of the
Agreement as amended hereby and all security agreements, documents, instruments
and agreements executed pursuant thereto or in connection therewith, without
offset, defense or counterclaim (any such offset, defense or counterclaim as may
exist being hereby irrevocably waived by such guarantors).
8. The amendments set forth herein are limited precisely as written and
shall not be deemed to (a) be a consent to or a waiver of any other term or
condition of the Agreement or any of the documents referred to therein or (b)
prejudice any right or rights which the Bank may now have or may have in the
future under or in connection with the Agreement or any documents referred to
therein. Whenever the Agreement is referred to in the Agreement or any of the
instruments, agreements or other documents or papers executed and delivered in
connection therewith, it shall be deemed to mean the Agreement as modified by
this Second Amendment.
9. The Company agrees to pay on demand, and the Bank may charge any deposit
or loan accounts(s) of the Company, all reasonable expenses incurred by the Bank
in connection with the negotiation, preparation and administration (including
any future waiver or modification and legal counsel as to the rights and duties
of the Bank) under the Agreement.
10. This Amendment shall become effective on such date as all of the
following conditions shall be satisfied:
(a) Collective Amended and Restated Security Agreement. The Bank shall
have received a duly executed collective amended and restated security
agreement.
(b) UCC Financing Statements, Amendments and Searches. The Bank shall have
received UCC-1 financing statements, UCC-3 amendments and UCC-11
searches.
(c) Good Standing Certificates. The Bank shall have received good standing
certificates from the applicable state of incorporation of the Company
and each of the Guarantors and, if not incorporated in the State of
New York, a certificate of authority to do business from the New York
Secretary of State.
(d) Officers' Certificates. The Bank shall have received officers'
certificates of the Company and the Corporate Guarantors.
(e) Opinion of Counsel. The Bank shall have received an opinion of counsel
to the Company and the Guarantors.
(f) Fees. All fees of the Bank and fees and disbursements of the Bank's
counsel shall have been paid in full.
(g) Legal Matters. All legal matters and the form and substance of all
documents required hereunder shall be satisfactory to the Bank's
counsel.
11. This Amendment is dated as of August 24, 2001 and shall be effective on
the date of execution by the Bank retroactive to such date.
12. This Amendment may be executed in counterparts, each of which shall
constitute an original, and each of which taken together shall constitute one
and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to
be duly executed and delivered by their respective duly authorized officers as
of the date first above written.
SANDSPORT DATA SERVICES, INC.
By:/s/Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
Chairman
HSBC BANK USA
By:/s/Xxxx Xxxxx
Xxxx Xxxxx
Vice President
Each of the guarantors indicated below hereby consents to this Amendment
and reaffirms its continuing liability under its respective guarantee in respect
of the Agreement as amended hereby and all the security agreements, documents,
instruments and agreements executed pursuant thereto or in connection therewith,
without offset, defense or counterclaim (any such offset, defense or
counterclaim as may exist being hereby irrevocably waived by such guarantors).
SANDATA, INC.
By:/s/Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
President
SANDATA HOME HEALTH
SYSTEMS, INC.
By:/s/Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
President
SANTRAX PRODUCTIVITY, INC.
By: /s/Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
President
SANDATA SPECTRUM, INC.
By: /s/Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
President
PRO-HEALTH SYSTEMS, INC.
formerly known as Sandata Inteck, Inc.
By: /s/Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
President
SANTRAX SYSTEMS, INC.
By: /s/Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
President
State of New York, County of Nassau, ss:
On the 24th day of August, in the year 2001, before me the undersigned,
personally appeared XXXX X. XXXXXXX, personally known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual or the
person upon behalf of which the individual acted, executed the instrument.
/s/Xxxxx Xxxxxxxxxxxx
Notary Public
State of New York, County of Suffolk, ss:
On the day of , in the year 2001, before me the undersigned, personally
appeared XXXX XXXXX, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual or the
person upon behalf of which the individual acted, executed the instrument.
Notary Public
