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EXHIBIT 10.17
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of December 1, 2000, by and between INVIVO CORPORATION , a Delaware
corporation ("Borrower"), and XXXXX FARGO BANK, NATIONAL ASSOCIATION ("Bank").
RECITALS
WHEREAS, Borrower is currently indebted to Bank pursuant to the terms
and conditions of that certain Credit Agreement between Borrower and Bank dated
as of October 6, 1998, as amended from time to time ("Credit Agreement").
WHEREAS, Bank and Borrower have agreed to certain changes in the terms
and conditions set forth in the Credit Agreement and have agreed to amend the
Credit Agreement to reflect said changes.
NOW THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree that the Credit
Agreement shall be amended as follows:
1. Section 1.2 (a) is hereby deleted in its entirety, and the
following substituted therefor:
"(a)Line of Credit. Subject to the terms and conditions of
this Agreement, Bank hereby agrees to make advances to Borrower
from time to time up to and including December 1, 2001, not to
exceed at any time the aggregate principal amount of One Million
Dollars ($1,000,000.00) ("Line of Credit"), the proceeds of which
shall be used (i) to provide working capital for Borrower and for
Borrower's wholly-owned subsidiaries, G.C. Industries, Inc.,
Linear Laboratories Corp[oration, Lumidor Safety Corporation,
Sierra Precision and Invivo Research, Inc. (each, a "Subsidiary"
and collectively, "Subsidiaries"), and (ii) to finance Borrower's
repurchase of its stock in amounts not to exceed an aggregate of
One Million dollars ($1,000,000.00) during the term of the Line
of Credit. Borrower's obligation to repay advances under the Line
of Credit shall be evidenced by a promissory note substantially
in the form of Exhibit A attached hereto ("Line of Credit Note"),
all terms of which are incorporated herein by this reference."
2. Section 4.8 (a) and (b) are hereby deleted in their entirety, and
the following substituted herefor:
"(a) working Capital not at any time less than
$13,000,000.00, with "Working Capital" defined as total current
assets minus total current liabilities.
(b) Tangible Net Worth not at any time less than
$30,000,000.00, with "Tangible Net worth" defined as the
aggregate of total stockholders' equity plus subordinated debt
less any intangible assets."
3. Except as specifically provided herein, all terms and conditions
of the Credit Agreement remain in full force and effect, without
waiver or modification. All terms defined in the Credit Agreement
shall have the same meaning when used in this Amendment. This
Amendment and the Credit Agreement shall be read together, as one
document.
4. Borrower hereby remakes all representations and warranties
contained in the Credit Agreement and reaffirms all covenants set
forth therein. Borrower further certifies that as of the date of
this Amendment there exists no Even of Default as defined in the
Credit Agreement, nor any condition, act or event which with the
giving of notice or the passage of time or both would constitute
any such Even of Default.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
INVIVO CORPORATION XXXXX FARGO BANK
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NATIONAL ASSOCIATION
By: By:
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Xxxxx X. Xxxxxxx Xxxx Xxxxxxxx
President Relationship Manager
By:
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Xxxx X. Xxxxx
Vice President-Finance