EXECUTION VERSION
SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"AMENDMENT"), dated as of January 28, 2000, is entered into by and among:
(1) ADAC LABORATORIES, a California corporation
("BORROWER");
(2) Each of the financial institutions listed in SCHEDULE I
TO THE CREDIT AGREEMENT referred to in RECITAL A below (such
financial institutions to be referred to herein collectively as the
"EXISTING LENDERS");
(3) ABN AMRO BANK N.V., a Netherlands public company acting
through its San Francisco Representative Office, as agent for the
Lenders (as defined below) (in such capacity, "AGENT"); and
(4) COMERICA BANK - CALIFORNIA, a California banking
corporation, that will become a party to the Credit Agreement
pursuant to this Amendment (the "NEW LENDER", and together with the
Existing Lenders, the "Lenders").
RECITALS
A. Borrower, the Existing Lenders and Agent are parties to an
Amended and Restated Credit Agreement dated as of March 29, 1999, as amended
by that certain First Amendment to Credit Agreement dated as of August 17,
1999 (as amended, the "CREDIT AGREEMENT"). Pursuant to the Credit Agreement,
the Existing Lenders have agreed to provide to Borrower certain credit
facilities with a Total Commitment of $75,000,000.
B. Borrower has requested the Existing Lenders and Agent to amend
the Credit Agreement in certain respects and increase the Total Commitment to
$85,000,000.
C. In order to facilitate the increase of the Total Commitment to
$85,000,000, Borrower has requested that the New Lender become a party to the
Credit Agreement.
D. The New Lender is willing to become a party to the Credit
Agreement, and the New Lender, the Existing Lenders and Agent are willing to
so amend the Credit Agreement upon the terms and subject to the conditions
set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Borrower, the Existing Lenders, the New Lender and Agent hereby
agree as follows:
1. DEFINITIONS, INTERPRETATION. All capitalized terms defined above
and elsewhere in this Amendment shall be used herein as so defined. Unless
otherwise defined herein, all other capitalized terms used herein shall have
the respective meanings given to those terms in the Credit Agreement, as
amended by this Amendment. The rules of construction set forth in SECTION I
OF THE CREDIT AGREEMENT shall, to the extent not inconsistent with the terms
of this Amendment, apply to this Amendment and are hereby incorporated by
reference.
2. ALLOCATION OF OUTSTANDING LOANS AMONG THE EXISTING LENDERS AND
THE NEW LENDER. Subject to the satisfaction of the conditions set forth in
PARAGRAPH 5 below, Borrower, the Existing Lenders, the New Lender and Agent
hereby agree that on and after the Second Amendment Effective Date (as
defined below), each Existing Lender and the New Lender shall be a Lender
under the Credit Agreement and the other Credit Documents with Proportionate
Shares as set forth on SCHEDULE I OF THE CREDIT AGREEMENT (as amended
pursuant to this Amendment), with the rights, duties and obligations of such
a Lender under the Credit Agreement and the other Credit Documents. To
effectuate the foregoing, on the Second Amendment Effective Date Agent shall
calculate the Proportionate Share of each Existing Lender and the New Lender
in each Borrowing then outstanding. Based upon such calculation, the New
Lender shall purchase from the Existing Lenders such shares in the
outstanding Loans as Agent determines is necessary to cause each Existing
Lender and the New Lender to hold Loans in each outstanding Borrowing in a
principal amount equal to such Existing Lender's and such New Lender's
Proportionate Share of such Borrowings.
3. AMENDMENTS TO CREDIT AGREEMENT. Subject to the satisfaction of
the conditions set forth in PARAGRAPH 5 below, the Credit Agreement is hereby
amended as follows:
(a) PARAGRAPH 1.01 is hereby amended by adding thereto, in
appropriate alphabetical order, definitions of the terms "Litigation
Settlement Payment" and "Litigation Settlement Payment Non-Recurring
Charge" to read in their entirety as follows:
"LITIGATION SETTLEMENT PAYMENT" shall mean an
amount (including related legal fees), not to exceed
Fifteen Million Dollars ($15,000,000),to be paid by
Borrower as a result of its settlement of various lawsuits
with certain of its shareholders, including without
limitation "In re ADAC Laboratories Securities Litigation,
Master File No. C-98-4934-MHP" and Civil Action CV779262,
pending in the County of Santa Clara, California.
"LITIGATION SETTLEMENT PAYMENT NON-RECURRING
CHARGE" shall mean (without duplication of amounts
previously charged in connection with the 1999 Litigation
Reserve) the non-recurring charge, not to exceed
$15,000,000 (pre-tax)
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in the aggregate, to be taken by Borrower during its fiscal
year 2000 as a result of its payment of the Litigation
Settlement Payment.
(b) PARAGRAPH 1.01 is hereby further amended by changing
the definition of the term "EBITDA" set forth therein to read in
its entirety as follows:
"EBITDA" shall mean, with respect to Borrower and
its Subsidiaries for any period, the sum of the following,
determined on a consolidated basis in accordance with GAAP:
(a) The net income of Borrower and its
Subsidiaries for such period before provision for
income taxes;
PLUS
(b) The sum (to the extent deducted in
calculating such net Income for such period under
CLAUSE (a) above) of (i) all Interest Expenses of
Borrower and its Subsidiaries accrued during such
period and (ii) all depreciation and amortization
expenses of Borrower and its Subsidiaries accrued
during such period;
PLUS
(c) To the extent deducted in calculating
such net income for such period under CLAUSE (a)
above, (i) all Acquisition In-Process R&D Charges
taken by Borrower and its Subsidiaries during such
period, (ii) all 1999 Non-Recurring and
Non-Ordinary Charges taken by Borrower and its
Subsidiaries during such period, (iii) all
Capitalized Spare Parts 1999 Non-Ordinary Charges
taken by Borrower and its Subsidiaries during such
period; (iv) all Latin American Notes 1999
Non-Ordinary Charges taken by Borrower and its
Subsidiaries during such period and (v) all
Litigation Settlement Payment Non-Recurring
Charges taken by Borrower and its Subsidiaries
during such period.
(c) PARAGRAPH 1.01 is hereby further amended by changing
the definition of the term "Total Commitment" set forth therein to
read in its entirety as follows:
"TOTAL COMMITMENT" shall mean, at any time, Eighty
Five Million Dollars ($85,000,000) or, if such amount is
reduced pursuant to SUBPARAGRAPH 2.02(a), the amount to
which so reduced and in effect at such time.
(d) SUBPARAGRAPH 5.02(a) is hereby amended by changing
CLAUSE (iv) thereof to read in its entirety as follows:
(iv) Indebtedness of Borrower and its Subsidiaries
under Rate Contracts, provided that (A) all such
arrangements are entered into in connection with bona fide
hedging operations and not for speculation and (B) the
aggregate
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net amount owed by Borrower and its Subsidiaries under, on
account of or otherwise in connection with such Rate
Contracts does not exceed $10,000,000 (marked to market) at
any time;
(e) SUBPARAGRAPH 5.03(b) is hereby amended by changing the
INTRODUCTORY CLAUSE thereof to read in its entirety as follows:
(b) TANGIBLE NET WORTH. Borrower shall not permit
the sum of (1) Tangible Net Worth of Borrower and its
Subsidiaries on the last day of any fiscal quarter (any
such date to be referred to herein as a "determination
date") which occurs on or after July 4, 1999 (such date to
be referred to herein as the "base date") PLUS (2) the
after tax amount (if any) of the Capitalized Spare Parts
1999 Non-Ordinary Charges, the Latin American Notes 1999
Non-Ordinary Charges and the Litigation Settlement Payment
Non-Recurring Charges of Borrower and its Subsidiaries (as
applicable) for each quarter after the base date through
and including the quarter ending immediately prior to the
determination date, to be less than the sum on such
determination date of the following:
(f) SUBPARAGRAPH 5.03(c) is hereby amended to read in its
entirety as follows:
(c) DEBT/EBITDA RATIO. Borrower shall not
permit the Debt/EBITDA Ratio of Borrower and its
Subsidiaries to be greater than the ratios set
forth below as of the end of the four fiscal
quarter periods set forth below:
Four fiscal quarter period ending on each
of the last day of the third fiscal
quarter in 1999, and the fourth fiscal
quarter in 1999 3.00 to 1.00
Four fiscal quarter period ending on the
last day of the first fiscal quarter in
2000 3.25 to 1.00
Four fiscal quarter period ending on the
last day of the second fiscal quarter in
2000 3.00 to 1.00
Four fiscal quarter period ending on the
last day of the third fiscal quarter in
2000 and the date day of each fiscal
quarter thereafter 2.50 to 1.00;
PROVIDED, HOWEVER, that for every four fiscal
quarter period ending on the last day of a fiscal
quarter occurring after the date Agent and the
Lenders release their security interest in the
Collateral securing the Secured
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Obligations pursuant to SUBPARAGRAPH 2.12(e),
Borrower shall not permit the Debt/EBITDA Ratio of
Borrower and its Subsidiaries to be greater than
2.00 to 1.00.
(g) SUBPARAGRAPH 5.03(d) is hereby amended to read in its
entirety as follows:
(d) PROFITABILITY. Borrower shall not
permit the consolidated net income of Borrower and
its Subsidiaries (i) for the third fiscal quarter
in 1999 to be a loss in excess of $9,000,000, (ii)
for the fourth fiscal quarter in 1999 to be less
than $1.00 and (iii) for any other fiscal quarter
to be less than $1.00. In calculating the
consolidated net income of Borrower and its
Subsidiaries for the third fiscal quarter in 1999,
an amount equal to the after-tax sum of any Latin
American Notes 1999 Non-Ordinary Charges taken by
Borrower during such fiscal quarter shall be
ignored. In addition, in calculating the
consolidated net income of Borrower and its
Subsidiaries for the fourth fiscal quarter in
1999, an amount equal to the sum of the 1999
Litigation Reserve, the after-tax sum of any
Capitalized Spare Parts 1999 Non-Ordinary Charges
and the Latin American Notes 1999 Non-Ordinary
Charges taken by Borrower during such fiscal
quarter shall be ignored. Moreover, in calculating
the consolidated net income of Borrower and its
Subsidiaries for the fiscal quarter in 2000 in
which Borrower records the Litigation Settlement
Payment Non-Recurring Charge, an amount equal to
the after-tax sum of any Litigation Settlement
Payment Non-Recurring Charge taken by Borrower
during such fiscal quarter shall be ignored.
Finally, in calculating the consolidated net
income of Borrower and its Subsidiaries for any
quarter for the purposes of this subparagraph, an
amount equal to the after-tax sum of any
Acquisition In-Process R&D Charges taken by
Borrower during such fiscal quarter shall be
ignored.
(h) SCHEDULE I which sets forth the Proportionate Share of
each Lender is hereby amended to read in its entirety as set forth
on ATTACHMENT A hereto.
4. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and
warrants to Agent, the Existing Lenders and the New Lender that the following
are true and correct on the date of this Amendment and that, after giving
effect to the amendments set forth in PARAGRAPH 3 above, the following will
be true and correct on the Second Amendment Effective Date:
(a) The representations and warranties of Borrower and its
Subsidiaries set forth in PARAGRAPH 4.01 OF THE CREDIT AGREEMENT and
in the other Credit Documents are true and correct in all material
respects;
(b) No Default or Event of Default has occurred and is
continuing; and
(c) Each of the Credit Documents is in full force and
effect.
5
(Without limiting the scope of the term "Credit Documents," Borrower
expressly acknowledges in making the representations and warranties set forth
in this PARAGRAPH 4 that, on and after the date hereof, such term includes
this Amendment.)
5. SECOND AMENDMENT EFFECTIVE DATE. The addition of the New Lender
as a party to the Credit Agreement effected by PARAGRAPH 2 above and the
amendments effected by PARAGRAPH 3 above shall become effective on January
28, 2000 (the "SECOND AMENDMENT EFFECTIVE DATE"), subject to receipt by the
Existing Lenders, the New Lender and Agent, as applicable, on or prior to the
Second Amendment Effective Date of the following, each in form and substance
satisfactory to the Existing Lenders, the New Lender and Agent and their
respective counsel, as applicable:
(a) This Amendment duly executed by Borrower, each Lender
and Agent;
(b) An Amended and Restated Note, dated the Closing Date
and otherwise appropriately completed, made payable to the New
Lender, in the amount of the New Lender's Proportionate Share as of
the Second Amendment Effective Date;
(c) A letter in the form of ATTACHMENT B hereto
appropriately completed and duly executed by each Guarantor;
(d) A Certificate of the Secretary of Borrower, dated the
Second Amendment Effective Date, certifying that (i) the Articles of
Incorporation and Bylaws of Borrower, in the form delivered to Agent
on the Closing Date, are in full force and effect and have not been
amended, supplemented, revoked or repealed since such date and (ii)
that attached thereto are true and correct copies of resolutions
duly adopted by the Board of Directors of Borrower and continuing in
effect, which authorize the execution, delivery and performance by
Borrower of this Amendment and the consummation of the transactions
contemplated hereby, including without limitation, the increase in
the Total Commitment;
(e) A Certificate of the Secretary of each Domestic
Subsidiary, dated the Second Amendment Effective Date, certifying
that (i) the Articles of Incorporation and Bylaws of such Domestic
Subsidiary, in the form delivered to Agent on the Closing Date or
the First Amendment Effective Date (as applicable), are in full
force and effect and have not been amended, supplemented, revoked or
repealed since such date and (ii) that attached thereto are true and
correct copies of resolutions duly adopted by the Board of Directors
of such Domestic Subsidiary and continuing in effect, which
authorize the execution, delivery and performance by such Domestic
Subsidiary of the Credit Documents executed or to be executed by
such Subsidiary in connection with this Amendment and the
consummation of the transactions contemplated hereby and thereby;
(f) A favorable written opinion of legal counsel for
Borrower and the Domestic Subsidiaries, dated the Second Amendment
Effective Date, addressed to Agent for the benefit of Agent, the
Existing Lenders and the New Lender, covering such legal
6
matters as Agent may reasonably request and otherwise in form and
substance satisfactory to Agent; and
(g) Such other evidence as Agent, any Existing Lender or
the New Lender may reasonably request to establish the accuracy and
completeness of the representations and warranties and the
compliance with the terms and conditions contained in this Amendment
and the other Credit Documents.
6. EFFECT OF THIS AMENDMENT. On and after the Second Amendment
Effective Date, each reference in the Credit Agreement and the other Credit
Documents to the Credit Agreement shall mean the Credit Agreement as amended
hereby. Except as specifically amended above, (a) the Credit Agreement and
the other Credit Documents shall remain in full force and effect and are
hereby ratified and confirmed and (b) the execution, delivery and
effectiveness of this Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power, or remedy of the Lenders or
Agent, nor constitute a waiver of any provision of the Credit Agreement or
any other Credit Document.
7. MISCELLANEOUS.
(a) COUNTERPARTS. This Amendment may be executed in any
number of identical counterparts, any set of which signed by all the
parties hereto shall be deemed to constitute a complete, executed
original for all purposes.
(b) HEADINGS. Headings in this Amendment are for
convenience of reference only and are not part of the substance
hereof.
(c) GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of California
without reference to conflicts of law rules.
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IN WITNESS WHEREOF, Borrower, Agent, the Existing Lenders and the
New Lender have caused this Amendment to be executed as of the day and year
first above written.
BORROWER: ADAC LABORATORIES
By:
---------------------------------
Name:
---------------------------
Title:
---------------------------
AGENT: ABN AMRO BANK N.V.
By:
---------------------------------
Name:
---------------------------
Title:
---------------------------
By:
---------------------------------
Name:
---------------------------
Title:
---------------------------
EXISTING LENDERS: ABN AMRO BANK N.V.
By:
---------------------------------
Name:
---------------------------
Title:
---------------------------
By:
---------------------------------
Name:
---------------------------
Title:
---------------------------
SANWA BANK CALIFORNIA
By:
---------------------------------
Name:
---------------------------
Title:
---------------------------
8
BANQUE NATIONALE DE PARIS
By:
---------------------------------
Name:
---------------------------
Title:
---------------------------
By:
---------------------------------
Name:
---------------------------
Title:
---------------------------
UNION BANK OF CALIFORNIA, N.A.
By:
---------------------------------
Name:
---------------------------
Title:
---------------------------
XXXXX FARGO BANK, N.A.
By:
---------------------------------
Name:
---------------------------
Title:
---------------------------
NEW LENDER: COMERICA BANK - CALIFORNIA
By:
---------------------------------
Name:
---------------------------
Title:
---------------------------
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ATTACHMENT A
LENDERS
LENDER PROPORTIONATE
SHARE*
ABN AMRO BANK N.V. 29.41176471%
APPLICABLE LENDING OFFICE:
ABN AMRO Bank N.V.
San Francisco Representative Xxxxxx
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000-0000
ADDRESS FOR NOTICES:
CREDIT ADMINISTRATION:
ABN AMRO Bank N.V.
000 X. XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
Attn: Xxxxxx Xxxxxxx
Credit Administration
Telephone: (000) 000-0000
Fax No.: (000) 000-0000
With a copy to:
ABN AMRO Bank N.V.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000-0000
Attn: Xxxxxx Xxxxxxx
Vice President
Telephone: (000) 000-0000
Fax No: (000) 000-0000
A-1
NOTICES OF BORROWING, ETC.:
ABN AMRO Bank N.V.
Capital Markets Syndication Group
0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxxx
Telephone: (000) 000-0000
Fax No: (000) 000-0000
WIRING INSTRUCTIONS:
ABN AMRO Bank N.V.
ABA #: 000000000
F/O ABN AMRO Bank N.V.
Chicago Branch CPU
Account #: 650-001-1789-41
Reference: Adac Laboratories
* To be expressed as a percentage rounded to the eighth digit to the
right of the decimal point.
A-2
LENDER PROPORTIONATE
SHARE*
SANWA BANK CALIFORNIA 21.17647059%
Applicable Lending Office:
San Xxxx CBC
000 Xxxxxxx Xxxxxxxxx
Xxx Xxxx, XX 00000-0000
Address for notices:
000 Xxxxxxx Xxxxxxxxx
Xxx Xxxx, XX 00000-0000
Attn: Xxxxx Xxxxxxxxx
Telephone No: (000) 000-0000
Telecopier No: (000) 000-0000
Wiring Instructions:
Sanwa Bank California
000 Xxxxxxx Xxxxxxxxx
Xxx Xxxx, XX 00000
ABA No. 000000000
Account No: 1129-92463
Reference: Commercial Loan No. 00-0000000-0
For Further Credit To: ADAC Laboratories
* To be expressed as a percentage rounded to the eighth digit to the
right of the decimal point.
A-3
LENDER PROPORTIONATE
SHARE*
BANQUE NATIONALE DE PARIS 12.94117647%
Applicable Lending Office:
Banque National de Paris,
San Xxxxxxxxx Xxxxxx
000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Address for Notice:
000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxx, Vice President
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Telex: RCA 278900 (Answerback: BNPs UR)
Wiring Instructions
Federal Reserve Bank of San Francisco
San Francisco, California
ABA Number: 000000000
Account Name: Banque Nationale de Paris, San Xxxxxxxxx Xxxxxx
Reference: ADAC Laboratories
* To be expressed as a percentage rounded to the eighth digit to the
right of the decimal point.
A-4
LENDER PROPORTIONATE
SHARE*
UNION BANK OF CALIFORNIA, N.A. 12.94117647%
Applicable Lending Office:
Union Bank of California, N.A.
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Address for Notice: CC: NOTIFICATION
Union Bank of California, N.A. Xxxxx Xxxxx
Northern California Commercial Banking 00 Xxxxxxx Xxxx.
Xxxxxxxx Xxxxx 000
000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000
Xxx Xxxxxxxxx, XX 00000 Tel.: 408/000-0000
Attention: Xxx Xxxxx Fax: 408/000-0000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Wiring Instructions:
Union Bank of California, N.A.
0000 Xxxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
ABA Number: 000-000-000
Account Number: 070-196431
Account Name: Wire Transfer Clearing
Attention: Commercial Loan Operations
Reference: ADAC Laboratories
(include any additional information needed to process
transaction)
* To be expressed as a percentage rounded to the eighth digit to the
right of the decimal point.
A-5
LENDER PROPORTIONATE
SHARE*
XXXXX FARGO BANK, N.A. 11.76470588%
Applicable Lending Office:
Xxxxx Fargo Bank, N.A.
000 Xxxx Xxxxxx Xxxxx, Xxxxx Xxxxx
Xxx Xxxx, XX 00000
Address for Notice:
Xxxxx Fargo Bank, N.A.
Commercial Banking Loan Center
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Wiring Instructions:
Xxxxx Fargo Bank, N.A.
San Francisco, CA
ABA Number: 000-000-000
BNF: Member SYN/AC-2712-507201
Reference: ADAC LABORATORIES
* To be expressed as a percentage rounded to the eighth digit to the
right of the decimal point.
A-6
LENDER PROPORTIONATE
SHARE*
COMERICA BANK-CALIFORNIA 11.76470588%
Applicable Lending Office:
Comerica Bank-California
000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Address for Notice:
Comerica Bank-California
000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Wiring Instructions:
Comerica Bank-California
San Jose, California
ABA Number: 1211-37522
BNF: For credit of CLS Wire Suspense A/C 21585-90010
Reference: ADAC Laboratories
Attention: Xxxxx Xxxxx (000) 000-0000
* To be expressed as a percentage rounded to the eighth digit to the
right of the decimal point.
A-7
ATTACHMENT B
GUARANTOR CONSENT LETTER
January [A], 2000
TO: ABN AMRO BANK, N.V.,
As Agent for the Lenders under the Credit Agreement referred to below
1. Reference is made to the following:
(a) The Amended and Restated Credit Agreement dated as of
March 29, 1999, as amended by that certain First Amendment to Credit
Agreement dated as of August 17, 1999 (the "CREDIT AGREEMENT") among
ADAC Laboratories ("BORROWER"), the financial institutions which are
from time to time parties thereto (the "LENDERS"), and ABN AMRO
Bank, as agent for the Lenders ("AGENT");
(b) The Amended and Restated Guaranty dated as of March 29,
1999 (the "GUARANTY") executed by each of the undersigned (each a
"GUARANTOR," and collectively, the "GUARANTORS") in favor of the
Lenders and Agent; and
(c) The Second Amendment to Credit Agreement dated as of
January 28, 2000 (the "SECOND AMENDMENT") among Borrower, the
Lenders and Agent.
2. Each Guarantor hereby consents to the Second Amendment including
without limitation the increase of the Total Commitment from $75,000,000 to
$85,000,000. Each Guarantor expressly agrees that such amendment shall in no
way affect or alter the rights, duties, or obligations of Guarantor, the
Lenders or Agent under the Guaranty.
3. From and after the date hereof, the term "Credit Agreement" as
used in the Guaranty shall mean the Credit Agreement, as amended by the
Second Amendment.
4. The Guarantors' consent to the Second Amendment shall not be
construed (i) to have been required by the terms of the Guaranty or any other
document, instrument or agreement relating thereto or (ii) to require the
consent of the Guarantors in connection with any future amendment of the
Credit Agreement or any other Credit Document.
IN WITNESS WHEREOF, each Guarantor has executed this Guarantor
Consent Letter as of the day and year first written above.
ADAC RESEARCH AND MFG., INC.
By:
------------------------------------
Name:
------------------------------
Title:
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B-1
ADAC HEALTHCARE INFORMATION
SYSTEMS, INC.
By:
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Name:
------------------------------
Title:
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ADAC LABORATORIES PACIFIC, INC.
By:
------------------------------------
Name:
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Title:
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ADAC CAPITAL, LLC
By:
------------------------------------
Name:
------------------------------
Title:
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B-2