AMENDMENT NO. 3
TO
LOAN AND SECURITY AGREEMENT
BETWEEN
HEALTHCARE IMAGING SERVICES, INC.
EDGEWATER IMAGING ASSOCIATES, L.P.
WAYNE IMAGING ASSOCIATES, X.X.
XXXXXXXXXXX SQUARE IMAGING ASSOCIATES, L.P.
MEADOWLANDS MRI, LLC
(COLLECTIVELY HEREIN "BORROWER")
AND
DVI BUSINESS CREDIT CORPORATION ("LENDER")
This Amendment No. 3 ("Amendment") to the Loan and Security Agreement is made
and entered into as of September 30, 1998, by and between Healthcare Imaging
Services, Inc.; Edgewater Imaging Associates, L.P.; Xxxxx Imaging Associates,
L.P.; Xxxxxxxxxxx Square Imaging Associates, L.P.; Meadowlands MRI, LLC
(collectively referred to as the "Borrower") and DVI Business Credit
Corporation ("Lender").
RECITALS
A. Borrower and Lender entered into a Loan and Security Agreement dated
December 26, 1996, Amendment No. 1 dated January 31, 1997, and Amendment
No. 2 dated December 26, 1997 (collectively referred to as the "Agreement")
pursuant to which Borrower obtained a revolving loan in the amount of Two
Million Dollars ($2,000,000);
B. Borrower and HIS Imaging Co. desire that HIS Imaging Co. be included as a
Borrower under the Agreement, and Lender agrees to include HIS Imaging Co.
as a Borrower under the Agreement, pursuant to the terms of this Amendment
No. 3;
HIS Imaging Co. has received and has read the Agreement and agrees to be bound
by the Agreement and all related documents thereto; and
Borrower and Lender desire to amend the terms of the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are being acknowledged and affirmed, the parties hereto
agree as follows:
HIS Imaging Co. ("HIS Imaging"), a Delaware corporation is hereby added to
the Agreement as a Borrower, and all references to Borrower in the Agreement
shall be and be deemed to be references to HIS Imaging Co.
HIS Imaging shall be entitled to all rights as a Borrower under the
Agreement and hereby assumes and agrees to be bound by all of the terms and
conditions of the Agreement and all related documents thereto. HIS hereby grants
to Lender a continuing first-priority pledge and security interest in the
Collateral of HIS Imaging to secure the prompt payment and performance of all
Obligations.
3. Section 2.1 "The Loan" first sentence shall be amended to read as follows:
Section 2.1 The Loan. Subject to the terms and conditions and relying on the
representations and warranties set forth herein, Lender agrees to make
Advances to Borrower from time to time in an aggregate amount not to exceed
the lesser of (i) Three Million and no/100 Dollars ($3,000,000.00) (the
"Commitment Amount"), or (ii) the Borrowing Base. -----------------
4. Upon the execution hereof, Lender is entitled to an origination fee of
Fifteen Thousand Dollars ($15,000.00), equal to one percent (1.5%) of the
increase in the Commitment Amount.
5. The monthly maintenance fee set forth in Section 2.8 of the Agreement,
which is due and payable on the first day of each month, is amended to be One
Thousand Eight Hundred Seventy Five Dollars ($1,875.00).
6. The Term of the Agreement as set forth in Section 2.7 of the Agreement is
hereby extended until May 1, 1999. This Agreement shall be renewed for
consecutive one (1) year terms ("Additional Term") unless this Agreement is
terminated, effective as of the last day of a term, by written notice by Lender
or Borrower no later than thirty (30) days before the expiration of such term.
All of Lender's obligations, responsibilities and duties shall cease upon the
date of termination of this Agreement, except for its obligation to remit
excess receipts from the lock box deposit accounts in accordance with the terms
of this Agreement. To the extent this Agreement is renewed after the Initial
Term, regardless of the length of the renewal period, Borrower shall pay Lender
a renewal fee equal to one and one half percent (1.50%) of the Commitment
Amount at the time of the renewal.
7. The proceeds of the Loan shall be used by Borrower to (1) pay DVI Financial
Services, Inc. $150,000 for their fee for providing the bridge financing,
and (2) the remaining proceeds will be used to provide working capital.
Lender is entering into this Amendment No. 3 ("Amendment") without any
forbearance, and without waiver or prejudice of defaults, events of default, and
any rights or remedies Lender has or may have under the Agreement and applicable
law. Lender hereby expressly reserves the right to declare a default in
accordance with the Agreement and exercise all of Lender's rights and remedies
thereunder.
All capitalized terms used herein and not otherwise defined herein shall have
the same meaning as in the Agreement. Any provision in the Amendment hereof that
may be contrary to any provision of the Agreement shall prevail and override the
Agreement. Except as expressly set forth herein, all other provisions of the
Agreement shall remain in full force and effect. Borrower and Lender warrant to
each other that this Amendment has been authorized and duly executed and is
binding on all parties hereto.
LENDER:
DVI Business Credit Corporation
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Managing Director
BORROWER: BORROWER:
HealthCare Imaging Services, Inc. Edgewater Imaging Associates, L.P.
By: HealthCare Imaging Services of
Edgewater, Inc.
its General Partner
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: President Title: President
BORROWER: BORROWER:
Xxxxx Imaging Associates, X.X. Xxxxxxxxxxx Sq. Imaging Assoc, L.P.
By: HealthCare Imaging Services, Inc. By: HealthCare Imaging Services of
its General Partner Xxxxxxxxxxx Square its General
Partner
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: President Title: President
BORROWER: BORROWER:
Meadowlands MRI, LLC HIS Imaging Co.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: President Title: President
