Exhibit 10.2
FOURTH AMENDMENT TO BUSINESS LOAN
AGREEMENT
This Fourth Amendment to Business Loan Agreement (the
"Amendment") is entered into as of April 28, 2001, among Bank of
America, N.A. (formerly known as Bank of America National Trust
and Savings Association; the "Bank"), Sunquest Information
Systems, Inc. ("Borrower 1"), Sunquest Europa Limited ("Borrower
2"), Antrim Corporation ("Borrower 3"), Sunquest Pharmacy
Information Systems, Inc. ("Borrower 4"), Sunquest Germany GmbH
("Borrower 5"), Sunquest Information Systems (India) Private
Limited (Borrower 6), Xxxxxxxxxx.xxx, Inc. ("Borrower 7"), and e-
Suite, Inc. ("Borrower 8") (Borrower 1, Borrower 2, Borrower 3,
Borrower 4, Borrower 5, Borrower 6, Borrower 7, and Borrower 8
are sometimes referred to collectively as the "Borrowers" and
individually as the "Borrower").
RECITALS
--------
A. The Bank and the Borrowers (other than Borrowers 6, 7
and 8) entered into a certain Business Loan Agreement dated as of
December 30, 1997, as amended by a First Amendment to Business
Loan Agreement dated as of April 30, 1999, a Second Amendment to
Business Loan Agreement dated as of May 31, 1999, and a Third
Amendment to Business Loan Agreement dated as of April 28, 2000
(the "Agreement").
B. The Bank and the Borrowers desire to amend the
Agreement.
AGREEMENT
---------
1. Definitions. Capitalized terms used but not defined in
this Amendment shall have the meaning given to them in the
Agreement.
2. Amendments. The Agreement is hereby amended as follows:
(a) Paragraph 1.2 of the Agreement is hereby amended by deleting
the date "April 28, 2001" and inserting the date "August 28,
2001" in place thereof.
(b) The parties hereby acknowledge that the proper name for the
Borrow's subsidiary in India, which is Borrower 6 hereunder, is
Sunquest Information Systems (India) Private Limited.
(c) Borrower 7 and Borrower 8 are hereby added as
parties to the Agreement with all of the rights and
obligations of a Borrower hereunder and the first paragraph
of the Agreement is hereby amended (i) by deleting the word
"and" following the definition of Borrower 5 and inserting a
comma in its place, (ii) by adding a comma and the words
"Xxxxxxxxxx.xxx, Inc. ("Borrower 7"), and e-Suite Inc.
("Xxxxxxxx 0")" following the definition of Borrower 6,
(iii) by deleting the word "and" following the reference to
Borrower 5 in the collective definition of "Borrowers" and
inserting a comma in its place,
and (iv) by adding a comma and the words "Borrower 7 and
Borrower 8" following the reference to Borrower 6 in the
collective definition of "Borrowers".
(d) Borrower 5 is hereby deleted as a party to the
Agreement and from and after the date it executes this
Amendment shall no longer have any rights or obligations of
a Borrower hereunder except the obligation immediately to
pay all amounts due from it hereunder which shall
specifically survive this Amendment, and all references to
Borrower 5 are hereby deleted from the Agreement. The Bank
hereby consents to the liquidation, sale and/or dilution of
Borrower 5's business.
3. Representations and Warranties. When the Borrowers
sign this Amendment, each Borrower represents and warrants to the
Bank that: (a) there is no event which is, or with notice or
lapse of time or both would be, a default under the Agreement,
(b) the representations and warranties in the Agreement are true
as of the date of this Amendment as if made on the date of this
Amendment, (c) this Amendment is within such Borrower's powers,
has been duly authorized, and does not conflict with any of such
Borrower's organizational papers, and (d) this Amendment does not
conflict with any law, agreement, or obligation by which such
Borrower is bound.
4. Conditions. This Amendment will become effective on
April 28, 2001 (the "Effective Date"), provided that each of the
following conditions precedent have been satisfied:
(a) Bank has received from each
Borrower a duly executed original (or, if elected by the
Bank an executed facsimile copy) of this Amendment; and
(b) Bank has received from each of Borrower 7 and 8 a
copy of a resolution passed by the board of directors of
such Borrower, certified by the Secretary or an Assistant
Secretary of such Borrower as being in full force and effect
on the date hereof, authorizing the execution, delivery and
performance of this Amendment.
5. Governing Law. This Amendment shall be governed by and
construed in accordance with the law of the State of Arizona.
6. Effect of Amendment. Except as provided in this
Amendment, all of the terms and conditions of the Agreement shall
remain in full force and effect.
This Amendment is executed as of the date stated at the
beginning of this Amendment. The Agreement, as amended hereby,
shall hereinafter constitute the Agreement between the parties.
BANK OF AMERICA, N.A.
By: /s/ Xxxxx Xxxxxxxx
------------------
Name: Xxxxx Xxxxxxxx
Title: Managing Director
-2-
SUNQUEST INFORMATION SYSTEMS, INC.
By: /s/ Xxxx X. Xxxxxxx
-------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Financial Officer
SUNQUEST EUROPA LIMITED
By: /s/ Xxxx X. Xxxxxxx
-------------------
Name: Xxxx X. Xxxxxxx
Title: Director
ANTRIM CORPORATION
By: /s/ Xxxx X. Xxxxxxx
-------------------
Name: Xxxx X. Xxxxxxx
Title: Secretary
SUNQUEST PHARMACY INFORMATION
SYSTEMS, INC.
By: /s/ Xxxx X. Xxxxxxx
-------------------
Name: Xxxx X. Xxxxxxx
Title: Secretary
SUNQUEST GERMANY GMBH
By: /s/ Xxxx X. Xxxxxxx
-------------------
Name: Xxxx X. Xxxxxxx
Title: Liquidator
SUNQUEST INFORMATION SYSTEMS (INDIA)
PRIVATE LMITED
By: /s/ Xxxx X. Xxxxxxx
-------------------
Name: Xxxx X. Xxxxxxx
Title: Director
-3-
XXXXXXXXXX.XXX, INC.
By: /s/ Xxxx X. Xxxxxxx
-------------------
Name: Xxxx X. Xxxxxxx
Title: Secretary
e-SUITE, INC.
By: /s/ Xxxx X. Xxxxxxx
-------------------
Name: Xxxx X. Xxxxxxx
Title: Secretary
-4-
