SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
This Second Amendment, dated as of August 6, 1997, is made by and between
HEALTH FITNESS CORPORATION f/k/a Health Fitness Physical Therapy, Inc., a
Minnesota corporation (the "Borrower"), and NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, a National Banking Association (the "Lender").
Recitals
The Borrower and the Lender have entered into a Second Amended and Restated
Credit and Security Agreement dated as of February 4, 1997, as amended by First
Amendment to Second Amended and Restated Credit and Security Agreement dated as
of May 16, 1997 (as amended, the "Credit Agreement").
Due to the proposed stock acquisition of Medlink Services, Inc., an Iowa
corporation formerly known as Medlink Management Services, Inc. ("Medlink
Services") and Medlink Corporation, an Iowa corporation ("Medlink") by Health
Fitness Rehab of Iowa, Inc., an Iowa corporation ("HFRI"), a subsidiary of the
Borrower, the Borrower has requested that certain amendments be made to the
Credit Agreement. The Lender is willing to make such amendments pursuant to the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, it is agreed as follows:
1. Defined Terms. Capitalized terms used in this Second Amendment shall
have the same meanings given them in the Credit Agreement, unless otherwise
defined herein. In addition, Section 1.1 of the Credit Agreement is amended by
adding or amending, as the case may be, the following definitions:
"`Affiliate' or `Affiliates' means Sports & Orthopedic Physical
Therapy, Inc., Health Fitness Physical Therapy of Tahoe, Inc., Fitness
Centers of America, Health Fitness Rehab, Inc., Preferred Companies, HFRI,
Xxxxx, Medlink Services, Medlink and any other Person Controlled by,
Controlling or under common Control with the Borrower, including (without
limitation) any Subsidiary of the Borrower."
"`Corporate Guarantors' means Sports & Orthopedic Physical Therapy,
Inc., Health Fitness Physical Therapy of Tahoe, Inc., Fitness Centers of
America, Preferred Companies, Health Fitness Rehab, Inc., HFRI, Xxxxx,
Medlink Services, and Medlink."
"`Medlink' means Medlink Corporation, an Iowa corporation."
"`Medlink Services' means Medlink Services, Inc., an Iowa corporation
formerly known as Medlink Management Services, Inc."
"`Medlink Shareholders' means Xxxxx Xxxxxxxx, Xxx Xxxxx, Xxxxx Xxxxx,
X.X. Xx-Xxxxx and Xxxxxxxx Xxxxxxxxxx."
"`Second Amendment' means that certain Second Amendment to Second
Amended and Restated Credit and Security Agreement, dated as of August 6,
1997, by and between the Borrower and the Lender."
"`Second Amendment Funding Date' means the date on which the Second
Amendment becomes effective."
"`Subsidiary' means any corporation, including without limitation,
Sports & Orthopedic Physical Therapy, Inc., Health Fitness Physical Therapy
of Tahoe, Inc., Fitness Centers of America, Health Fitness Rehab, Inc.,
Preferred Companies, HFRI, Xxxxx (a subsidiary of HFRI), Medlink Services
(a subsidiary of HFRI), and Medlink (a subsidiary of HFRI), of which more
than 50% of the outstanding shares of capital stock having general voting
power under ordinary circumstances to elect a majority of the board of
directors of such corporation, irrespective of whether or not at the time
stock of any other class or classes shall have or might have voting power
by reason of the happening of any contingency, is at the time directly or
indirectly owned by the Borrower, by the Borrower and one or more other
Subsidiaries, or by one or more other Subsidiaries."
"`Term Note' means the Borrower's second replacement term note dated
as of August 6, 1997, payable to the order of the Lender, substantially in
the form of Exhibit A to the Second Amendment, and any note or notes issued
in substitution or replacement therefor, as the same may hereafter be
amended, supplemented or restated from time to time."
2. Term Advances. Section 2.3 of the Credit Agreement is amended in its
entirety and replaced with the following new section:
"Section 2.3 Term Advances. The Lender agrees, on the terms and
subject to the conditions herein set forth, to make (a) an initial advance
to the Borrower on the Funding Date in the amount of $1,250,000 less the
amount of Existing Term Advances then outstanding (the "Initial Term
Advance"), (b) a second advance to the Borrower in the amount of $250,000
upon the satisfaction of all conditions set forth in Section 4.3 hereof
(the "Second Term Advance"), (c) a third advance to the Borrower in the
amount of $1,000,000 upon the satisfaction of all conditions set forth in
Section 4.4 hereof (the "Third Term Advance"), (d) a fourth advance to the
Borrower in the amount of $350,000 on the First Amendment Date (the "Fourth
Term Advance"), and (e) a fifth advance to the Borrower in the amount of
$425,000 on the Second Amendment Funding Date (the "Fifth Term Advance",
and together with the Initial Term Advance, the Second Term Advance, the
Third Term Advance and the Fourth Term Advance, the "Term Advances"). If
the Second Term Advance is not made on or before March 31, 1997, the
Lender's obligation to make the Second Term Advance shall be terminated,
and no Second Term Advance shall be made. If the Third Term Advance is not
made on or before March 31, 1997, the Lender's obligation to make the Third
Term Advance shall be terminated, and no Third Term Advance shall be made.
If the Fourth Term Advance is not made on or before May 31, 1997, the
Lender's obligation to make the Fourth Term Advance shall be terminated,
and no Fourth Term Advance shall be made. If the Fifth Term Advance is not
made on or before August 30, 1997, the Lender's obligation to make the
Fifth Term Advance shall be terminated, and no Fifth Term Advance shall be
made. The Borrower's obligation to pay the Term Advances shall be evidenced
by the Term Note and shall be secured by the Collateral as provided in
Article III."
3. New Trade Names, Chief Executive Office, Principal Place of Business and
Locations of Collateral. Schedule 5.1 is hereby amended by deleting paragraphs
1, 3, 5 and 7 therein and inserting the following:
1. Borrower (Health Fitness Corporation)
A. Trade Names and Division Names of Borrower
Rivercity Rehab
Pro Source Fitness (formerly The Fitness Center Store)
Health Fitness Physical Therapy, Inc. (Former name of Borrower)
Indian Ventures, Inc. (Former name of Borrower)
Health Fitness Consultants, Inc. (Former name of Borrower)
B. Chief Executive Office/Principal Place of Business of Borrower
Health Fitness Physical Therapy, Inc.
0000 Xxxx 00xx Xxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
C. Other Inventory and Equipment Locations
0000 00xx Xxxxxx Xxxx
Xx. Xxxxx Xxxx, Xxxxxxxxx 00000
0000 Xxxxxx Xxxxxx Xxxxx
Xxxxx, Xxxxxxxxx 00000
0000 Xxxx 00xx Xxxxxx
Xxxxx 00
Xxxxxxxxxxx, Xxxxxxxxx 00000
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxxxxxxxx 00000
00000 Xxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
0000 Xxxxxxx Xxxxx
Xxxxxxx Xxxx, Xxxxxxxx 00000
0 Xxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
0000 Xxxxxx Xxxxxxx Xxx
Xxxxxxxxxx, Xxxxxxxx 00000
000 Xxxxxxx Xxxxx
Xxxxx, Xxxxx Xxxxxx 00000
00 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
3. Health Fitness Physical Therapy of Tahoe, Inc.
A. Trade Names and Division Names of Borrower
None
B. Chief Executive Office/Principal Place of Business of Borrower
Health Fitness Physical Therapy of Tahoe, Inc.
0000 Xxxx 00xx Xxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
C. Other Inventory and Equipment Locations
None.
5. Health Fitness Rehab, Inc.
A. Trade Names and Division Names of Borrower
Health Fitness Rehab
Isernhagen & Associates
Isernhagen Ltd.
B. Chief Executive Office/Principal Place of Business of Borrower
Health Fitness Rehab, Inc.
0000 Xxxx 00xx Xxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
C. Other Inventory and Equipment Locations
Isernhagen & Associates
0000 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxx 00000
7. Health Fitness Rehab of Iowa, Inc.
A. Trade Names and Division Names
K.A.M. Physical Therapy Services
Xxxxx & Associates Physical Therapy
Iowa Hand Rehabilitation Center
Medlink Services, Inc.
Medlink Management Services, Inc.
Medlink Corporation
X.X. Xxxxxxxx Center for Work Injury Rehabilitation
Travel Dent
B. Chief Executive Office/Principal Place of Business
Health Fitness Rehab of Iowa, Inc.
0000 Xxxx 00xx Xxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
C. Other Inventory and Equipment Locations
K.A.M. locations:
Mercy Hospital of Franciscan Sisters
000 0xx Xxxxxx X.X.
Xxxxxxx, Xxxx
West Union Good Samaritan Center
000 Xxxx Xxxxxx
Xxxx Xxxxx, Xxxx
Peoples Memorial Hospital
Xxxxxxx 00, Xxxx
Xxxxxxxxxxxx, Xxxx
Central Community Hospital
Elkader, Iowa
Xxxxx & Associates Physical Therapy locations:
000 Xxxx Xxxxx Xxxxxx
Xxxxxx X, X., X & L
Xxxxxxxxx'x Square
Ankeny, Iowa 50021
7116, 7120 & 0000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000
Medlink Services, Inc. and Medlink Corporation locations:
00000 Xxxxxx Xxxxx
Xxxxxxxxx, Xxxx 00000
000 X. Xxxxxxxx
Xxxxxxxxxx, Xxxx 00000
4. Subsidiaries. Schedule 5.4 of the Credit Agreement is hereby
amended by adding the following:
"Medlink Services, Inc.
Medlink Corporation"
5. Permitted Liens. Schedule 7.1 of the Credit Agreement is hereby
amended by adding the following to the end of the Permitted Liens list:
--------------------- ------------------ ----------------------- -------------------- ---------------- --------------
Debtor Creditor Collateral Jurisdiction Filing Date Filing No.
--------------------- ------------------ ----------------------- -------------------- ---------------- --------------
Medlink Services First Trust N.A. Specified Leased Iowa Secretary of 09/29/94 K577659
Equipment State 10/19/94 K585843
02/28/95 K629959
03/08/95 K632773
--------------------- ------------------ ----------------------- -------------------- ---------------- --------------
Medlink Services Norwest Bank Specified Leased Iowa Secretary of 01/22/96 K705456
Iowa, N.A. Equipment State
--------------------- ------------------ ----------------------- -------------------- ---------------- --------------
Medlink Services Norwest Bank Specified Leased Iowa Secretary of 12/14/95 K695907
Iowa, N.A. Equipment State
--------------------- ------------------ ----------------------- -------------------- ---------------- --------------
6. Permitted Indebtedness. Schedule 7.2 of the Credit Agreement is hereby
amended by adding the following to the end of the Permitted Indebtedness list:
------------------------- ---------------- ------------------------- -------------- ---------------------------------
Creditor Principal Maturity Date Monthly Collateral
Amount Payment
------------------------- ---------------- ------------------------- -------------- ---------------------------------
First Trust, N.A. $6,167.60 October __, 1999 $262.50 Specified leased ARCON equipment
------------------------- ---------------- ------------------------- -------------- ---------------------------------
Norwest Bank Iowa, N.A. $810.00 December __, 1997 $154.12 Specified leased CI5000 slide
maker equipment
------------------------- ---------------- ------------------------- -------------- ---------------------------------
Norwest Bank Iowa, N.A. $251.00 November __, 1997 $67.03 Specified Rich Mar Model X
ultrasound equipment
------------------------- ---------------- ------------------------- -------------- ---------------------------------
7. No Other Changes. Except as explicitly amended by this Second Amendment,
all of the terms and conditions of the Credit Agreement shall remain in full
force and effect and shall apply to any advance or letter of credit thereunder.
8. Consent to Acquisition of Medlink Services and Medlink. Section 7.7 of
the Credit Agreement prohibits the Borrower and its Subsidiaries from acquiring,
consolidating with or merging into any Person, provided that the Borrower is
permitted to acquire 100% of all common and preferred stock of HFRI and HFRI is
permitted to acquire 100% of K.A.M. The Borrower and HFRI have requested that
the Lender consent to HFRI's acquisition of Medlink Services and Medlink, and
waive any Default arising as a result of such acquisition under Section 7.7 of
the Credit Agreement. Effective as of July 31, 1997, and provided that the
contemplated acquisition occurs within 10 days thereafter, the Lender hereby
consents to such acquisition and waives any default arising under Section 7.7 as
a result of such acquisition.
9. Amendment Fee. The Borrower shall pay the Lender as of the date hereof a
fully earned, non-refundable fee in the amount of $2,125 in consideration of the
Lender's execution of this Second Amendment.
10. Conditions Precedent. This Second Amendment shall be effective when the
Lender shall have received an executed original hereof, together with each of
the following, each in substance and form acceptable to the Lender in its sole
discretion:
(a) The second replacement term note, substantially in the form of
Exhibit A hereto, duly executed on behalf of the Borrower (the "Second
Replacement Note").
(b) The Acknowledgment and Agreement of Guarantors set forth at the
end of this Second Amendment, duly executed by each Guarantor.
(c) A Certificate of the Secretary of the Borrower certifying as to
(i) the resolutions of the board of directors of the Borrower approving the
execution and delivery of this Second Amendment and the Second Replacement
Note, ( ii) the fact that the Articles of Incorporation and Bylaws of the
Borrower, which were certified and delivered to the Lender pursuant to the
Certificate of Authority of the Borrower's Secretary dated as of February
4, 1997 in connection with the execution and delivery of the Credit
Agreement continue in full force and effect and have not been amended or
otherwise modified except as set forth in the Certificate to be delivered,
and ( iii) certifying that the officers and agents of the Borrower who have
been certified to the Lender, pursuant to the Certificate of Authority of
the Borrower's Secretary dated as of February 4, 1997, as being authorized
to sign and to act on behalf of the Borrower continue to be so authorized
or setting forth the sample signatures of each of the officers and agents
of the Borrower authorized to execute and deliver this Second Amendment,
the Second Replacement Note, and all other documents, agreements and
certificates on behalf of the Borrower.
(d) An opinion of the Borrower's counsel as to the matters set forth
in paragraphs 11(a) and 11(b) hereof and as to such other matters as the
Lender shall require.
(e) The Agreement of Purchase and Sale by and among Medlink Services,
Medlink, the Medlink Shareholders, Health Fitness Corporation and HFRI,
pursuant to which HFRI acquires and controls 100% of the common and
preferred stock of Medlink Services and Medlink, and such other documents
and evidence of a successful purchase as the Lender may reasonably require.
(f) An opinion of counsel to Medlink Services and Medlink, addressed
to HFRI and the Borrower, opining as to the acquisition of Medlink Services
and Medlink by HFRI.
(g) Evidence that the Borrower owns and controls 100% of the capital
stock of HFRI and that HFRI owns and controls 100% of the capital stock of
Medlink Services and Medlink.
(h) Separate guaranties, substantially in the form of the guaranties
executed by the other Corporate Guarantors, properly executed by Medlink
Services and Medlink pursuant to which Medlink Services and Medlink
unconditionally guaranty the full and prompt payment of all Obligations.
(i) Separate Corporate Guarantor Security Agreements, substantially
in the form of the security agreements executed by the other Corporate
Guarantors, duly executed by Medlink Services and Medlink.
(j) A certificate of the Secretary or Assistant Secretary of Medlink
Services certifying as to (i) the resolutions of the directors and, if
required, shareholders, of Medlink Services authorizing the execution,
delivery and performance of the guaranty executed and delivered to the
Lender by Medlink Services; (ii) Medlink Services' articles of
incorporation and bylaws; and (iii) the signatures of the officers or
agents authorized to execute and deliver such guaranty on behalf of Medlink
Services.
(k) A certificate of the Secretary or Assistant Secretary of Medlink
certifying as to (i) the resolutions of the directors and, if required,
shareholders, of Medlink authorizing the execution, delivery and
performance of the guaranty executed and delivered to the Lender by
Medlink; (ii) Medlink's articles of incorporation and bylaws; and (iii) the
signatures of the officers or agents authorized to execute and deliver such
guaranty on behalf of Medlink.
(l) Current searches of appropriate filing offices showing that ( i)
no state or federal tax or judgment liens have been filed and remain in
effect against the Medlink Shareholders, Medlink Services, Medlink or HFRI,
( ii) no financing statements have been filed and remain in effect against
the Medlink Shareholders, Medlink Services, Medlink or HFRI except
financing statements acceptable to the Lender in its sole discretion, and (
iii) the Lender has duly filed all financing statements necessary to
perfect its security interests in the property of HFRI, to the extent such
security interests are capable of being perfected by filing.
(m) An opinion of counsel to the Borrower, Medlink Services and
Medlink, addressed to the Lender.
(n) Payment of the fee described in Paragraph 9.
(o) Such other matters as the Lender may reasonably require.
11. Representations and Warranties. The Borrower hereby represents and
warrants to the Lender as follows:
(a) The Borrower has all requisite power and authority to execute this
Second Amendment and the Second Replacement Note and to perform all of its
obligations hereunder, and this Second Amendment and the Second Replacement
Note have been duly executed and delivered by the Borrower and constitute
the legal, valid and binding obligation of the Borrower, enforceable in
accordance with its terms (subject to laws generally affecting the
enforcement of creditors' rights).
(b) The execution, delivery and performance by the Borrower of this
Second Amendment and the Second Replacement Note have been duly authorized
by all necessary corporate action and do not ( i) require any
authorization, consent or approval by any governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign,
( ii) violate any provision of any law, rule or regulation or of any order,
writ, injunction or decree presently in effect, having applicability to the
Borrower, or the articles of incorporation or by-laws of the Borrower, or (
iii) result in a breach of or constitute a default under any indenture or
loan or credit agreement or any other agreement, lease or instrument to
which the Borrower is a party or by which it or its properties may be bound
or affected.
(c) All of the representations and warranties contained in Article V
of the Credit Agreement are correct on and as of the date hereof as though
made on and as of such date, except to the extent that such representations
and warranties relate solely to an earlier date.
12. References. All references in the Credit Agreement to "this Agreement"
shall be deemed to refer to the Credit Agreement as amended hereby; and any and
all references in the Security Documents to the Credit Agreement shall be deemed
to refer to the Credit Agreement as amended hereby. Upon the satisfaction of
each of the conditions set forth in paragraph 10 hereof, the definition of "Term
Note" and all references thereto in the Credit Agreement shall be deemed amended
to describe the Second Replacement Note, which Second Replacement Note shall be
issued by the Borrower to the Lender in replacement, renewal and amendment, but
not in repayment, of the Replacement Note in the principal amount of $2,850,000.
13. No Waiver. The execution of this Second Amendment and acceptance of the
Second Replacement Note and any documents related hereto shall not be deemed to
be a waiver of any Default or Event of Default under the Credit Agreement or
breach, default or event of default under any Security Document or other
document held by the Lender, whether or not known to the Lender and whether or
not existing on the date of this Second Amendment.
14. Release. The Borrower, and each Guarantor by signing the Acknowledgment
and Agreement of Guarantors set forth below, each hereby absolutely and
unconditionally releases and forever discharges the Lender, and any and all
participants, parent corporations, subsidiary corporations, affiliated
corporations, insurers, indemnitors, successors and assigns thereof, together
with all of the present and former directors, officers, agents and employees of
any of the foregoing, from any and all claims, demands or causes of action of
any kind, nature or description, whether arising in law or equity or upon
contract or tort or under any state or federal law or otherwise, which the
Borrower or such Guarantor has had, now has or has made claim to have against
any such person for or by reason of any act, omission, matter, cause or thing
whatsoever arising from the beginning of time to and including the date of this
Second Amendment, whether such claims, demands and causes of action are matured
or unmatured or known or unknown.
15. Costs and Expenses. The Borrower hereby reaffirms its agreement under
the Credit Agreement to pay or reimburse the Lender on demand for all costs and
expenses incurred by the Lender in connection with the Credit Agreement, the
Security Documents and all other documents contemplated thereby, including
without limitation all reasonable fees and disbursements of legal counsel.
Without limiting the generality of the foregoing, the Borrower specifically
agrees to pay all fees and disbursements of counsel to the Lender for the
services performed by such counsel in connection with the preparation of this
Second Amendment, the Second Replacement Note, Medlink Services' Guaranty,
Medlink Services' Security Agreement, Medlink's Guaranty, Medlink's Security
Agreement and all other documents and instruments incidental hereto and thereto.
The Borrower hereby agrees that the Lender may, at any time or from time to time
in its sole discretion and without further authorization by the Borrower, make a
loan to the Borrower under the Credit Agreement, or apply the proceeds of any
loan, for the purpose of paying any such fees, disbursements, costs and expenses
and the fee required under paragraph 9 hereof.
16. Miscellaneous. This Second Amendment and the Acknowledgment and
Agreement of Guarantors may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original and all of
which counterparts, taken together, shall constitute one and the same
instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be duly executed as of the date first written above.
NORWEST BANK MINNESOTA, HEALTH FITNESS CORPORATION
NATIONAL ASSOCIATION f/k/a Health Fitness Physical
Therapy, Inc.
By: /s/ Xxxxxx Leaf By: /s/ Xxxxxxx X. Xxxxxxx
Its: Vice President Xxxxxxx X. Xxxxxxx
Its: Chief Financial Officer
and Treasurer
ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS
The undersigned, each a guarantor of the indebtedness of Health Fitness
Corporation f/k/a/ Health Fitness Physical Therapy, Inc. (the "Borrower") to
Norwest Bank Minnesota, National Association (the "Lender") pursuant to separate
Guaranties each dated as of February 4, 1997 (each, a "Guaranty"), hereby (i)
acknowledges receipt of the foregoing Second Amendment; (ii) consents to the
terms (including without limitation the release set forth in paragraph 14 of the
Second Amendment) and execution thereof; (iii) reaffirms his or its obligations
to the Lender pursuant to the terms of his or its Guaranty; and (iv)
acknowledges that the Lender may amend, restate, extend, renew or otherwise
modify the Credit Agreement and any indebtedness or agreement of the Borrower,
or enter into any agreement or extend additional or other credit accommodations,
without notifying or obtaining the consent of the undersigned and without
impairing the liability of the undersigned under his or its Guaranty for all of
the Borrower's present and future indebtedness to the Lender.
SPORTS & ORTHOPEDIC PHYSICAL
THERAPY, INC.
/s/ Xxxxx X. Xxxxx By /s/ Xxxxxxx X. Xxxxxxx
Xxxxx Xxxxx Xxxxx Xxxxxxx X. Xxxxxxx
Its Chief Financial Officer
HEALTH FITNESS PHYSICAL THERAPY FITNESS CENTERS OF AMERICA
OF TAHOE, INC.
By /s/ Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx
Its Chief Financial Officer Its Chief Financial Officer
HEALTH FITNESS REHAB, INC. THE PREFERRED COMPANIES, INC.
By /s/ Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx
Its Chief Financial Officer Its Chief Financial Officer
XXXXX & ASSOCIATES PHYSICAL HEALTH FITNESS REHAB OF IOWA, INC.
THERAPY CORP.
By /s/ Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx
Its Chief Financial Officer Its Chief Financial Officer
Exhibit A to
Second Amendment
to Second Amended
& Restated Credit and
Security Agreement
SECOND REPLACEMENT TERM NOTE
$3,275,000 Bloomington, Minnesota
August __, 1997
For value received, the undersigned, HEALTH FITNESS CORPORATION f/k/a
Health Fitness Physical Therapy, Inc., a Minnesota corporation (the "Borrower"),
hereby promises to pay on the Termination Date under the Credit Agreement
(defined below), to the order of NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, a
national banking association (the "Lender"), at its office in Bloomington,
Minnesota, or at any other place designated at any time by the holder hereof, in
lawful money of the United States of America and in immediately available funds,
the principal sum of Three Million Two Hundred Seventy-Five Thousand Dollars
($3,275,000) or, if less, the unpaid principal amount of the Term Advances made
by the Lender to the Borrower under the Credit Agreement (defined below),
together with interest on the principal amount hereunder remaining unpaid from
time to time, computed on the basis of the actual number of days elapsed and a
360-day year, from the date hereof until this Note is fully paid at the rate
from time to time in effect under the Second Amended and Restated Credit and
Security Agreement of even date herewith (as the same may hereafter be amended,
supplemented or restated from time to time, the "Credit Agreement") by and
between the Lender and the Borrower. The principal hereof and interest accruing
thereon shall be due and payable as provided in the Credit Agreement. This Note
may be prepaid only in accordance with the Credit Agreement.
This Note is issued pursuant, and is subject, to the Credit Agreement,
which provides, among other things, for acceleration hereof. This Note is the
Term Note referred to in the Credit Agreement. To the extent this Note evidences
the Borrower's obligation to pay the Term Advances prior to the Second Amendment
Funding Date, this Note is issued in substitution for and replacement of but not
in payment of the Borrower's promissory note dated as of May 16, 1997, payable
to the order of the Lender in the original principal amount of $2,850,000.
This Note is secured, among other things, pursuant to the Credit Agreement
and the Security Documents as therein defined, and may now or hereafter be
secured by one or more other security agreements, mortgages, deeds of trust,
assignments or other instruments or agreements.
The Borrower hereby agrees to pay all costs of collection, including
attorneys' fees and legal expenses in the event this Note is not paid when due,
whether or not legal proceedings are commenced.
Presentment or other demand for payment, notice of dishonor and protest are
expressly waived.
HEALTH FITNESS CORPORATION f/k/a/ Health Fitness
Physical Therapy, Inc.
By ________________________________________
Xxxxxxx X. Xxxxxxx
Its Chief Financial Officer and Treasurer
