1
EXHIBIT 10.45
FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"AMENDMENT") dated as of June 4, 1997, is by and among Raytel Medical
Corporation (the "BORROWER"), Bank of Boston Connecticut and Banque Paribas
(collectively, the "BANKS") and Bank of Boston Connecticut, as agent for the
Banks (in such capacity, the "AGENT").
W I T N E S S E T H:
WHEREAS, the Borrower, the Banks and the Agent entered into a certain
Amended and Restated Credit Agreement dated as of August 14, 1996 (the "CREDIT
AGREEMENT"); and
WHEREAS, the Borrower has requested that the Credit Agreement be amended
in certain respects; and
WHEREAS, the Agent and the Banks have agreed to amend the Credit
Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. DEFINITIONS. Capitalized terms used herein without definition
that are defined in the Credit Agreement shall have the same meanings herein as
therein.
SECTION 2. AMENDMENTS TO CREDIT AGREEMENT.
SECTION 2.1. AMENDMENT TO SECTION 2. Section 2 of the Credit
Agreement is hereby amended by adding a new Section 2.9 to the end of
such Section as follows:
"Section 2.9 Settlement; Application of Repayments
of Revolving Credit Loans.
(a) Bank of Boston Connecticut may, but is not
required to, fund all Revolving Credit Loans made in accordance
with the provisions of this Agreement. Prior to each Settlement,
(i) all payments of the principal of the Revolving Credit Loans
shall be credited to the account of Bank of Boston Connecticut,
and (ii) the outstanding amount of Revolving Credit Loans made by
Bank of Boston Connecticut may exceed Bank of Boston
Connecticut's Commitment Percentage of the outstanding amount of
Revolving Credit Loans.
(b) The Banks shall effect Settlements (i) on the
last Business Day of each week, (ii) within one Business Day
after each other date on which
2
-2-
borrowings of Revolving Credit Loans (net of payments of
principal of Revolving Credit Loans by the Borrower) or payments
of principal of Revolving Credit Loans (net of borrowings of
Revolving Credit Loans by the Borrower) exceed $1,000,000 and
(iii) on the Revolving Credit Maturity Date or such other date on
which the Revolving Credit Loans shall become due and payable in
full (each such date, a "Settlement Date"). On the Business Day
prior to each such Settlement Date, the Agent shall give
telephonic notice to the Banks of (A) the respective outstanding
amount of Revolving Credit Loans made by each Bank as at the
close of business on the prior day, (B) the amount that any Bank,
as applicable (the "Settling Bank"), shall pay to effect a
Settlement (the "Settlement Amount") and (C) the portion (if any)
of the aggregate Settlement Amount to be paid to each Bank. A
statement of the Agent submitted to the Banks with respect to any
amounts owing hereunder shall be prima facie evidence of the
amount due and owing. Each Settling Bank shall, not later than
11:00 a.m. (Hartford, Connecticut time) on each Settlement Date,
effect a wire transfer of immediately available funds to the
Agent at its head office in the amount of such Bank's Settlement
Amount. The Agent shall, as promptly as practicable during normal
business hours on each Settlement Date, effect a wire transfer of
immediately available funds to each Bank of the Settlement Amount
to be paid to such Bank. All funds advanced by any Bank as a
Settling Bank pursuant to this ss.2.9(b) shall for all purposes
be treated as a Revolving Credit Loan made by such Settling Bank
to the Borrower and all funds received by any Bank pursuant to
this ss.2.9(b) shall for all purposes be treated as repayment of
amounts owed by the Borrower with respect to Revolving Credit
Loans made by such Bank.
(c) The Agent may (unless notified to the contrary
by a Settling Bank by 2:00 p.m. (Hartford, Connecticut time) on
the Settlement Date) assume that each Settling Bank has made
available to the Agent on such Settlement Date the Settlement
Amount, and the Agent may (but shall not be required to), in
reliance upon such assumption, make available to each applicable
Bank its share (if any) of the aggregate Settlement Amount. If
the Settlement Amount of such Settling Bank is made available to
the Agent by such Settling Bank (or, conversely, if the Agent
makes the Settlement Amount available to a Bank entitled thereto)
on a date after such Settlement Date, such Settling Bank shall
pay the Agent (or, conversely, the Agent shall pay such Bank
entitled to such Settlement Amount) on demand an amount equal to
the product of (i) the average computed for the period referred
to in clause (iii) below, of the weighted average annual interest
rate paid by the Agent or such Bank, as applicable, for federal
funds acquired by the Agent or such Bank, as applicable during
each day included in such period times (ii) the Settlement
Amount, times (iii) a fraction, the numerator of which is the
number of days that elapse from and including such Settlement
Date to but not including the date on which the Settlement Amount
shall become immediately available to the Agent or such Bank, as
applicable, and the denominator of which is 365.
3
-3-
Upon payment of such amount the Settling Bank shall be deemed to
have delivered the Settlement Amount of such Settling Bank on the
Settlement Date and shall become entitled to interest payable by
the Borrower with respect to such Bank's Settlement Amount as if
such share were delivered on the Settlement Date. If the
Settlement Amount is not in fact made available to the Agent by
the Settling Bank within three (3) Business Days of such
Settlement Date, the Agent shall be entitled to debit the
Borrower's account with the Agent to recover such amount from the
Borrower and if the Borrower's account with the Agent does not
contain sufficient funds the Borrower agrees to deposit into the
account such amount, with interest thereon at the rate per annum
applicable to any Revolving Credit Loans made on such Settlement
Date. The failure or refusal of any of the Banks to make
available to the Agent at the aforesaid time on any Settlement
Date the amount of the Settlement Amount representing Revolving
Credit Loans to be made by such Bank on such date shall not
relieve any other Bank from its obligations hereunder to make
Settlements and Revolving Credit Loans on such Settlement Date or
on any subsequent Settlement Date but in no event shall any Bank
or the Agent be responsible or liable for the failure of any
other Bank to make the Revolving Credit Loans to be made by such
other Bank.
(d) Each payment by the Borrower of Revolving Credit Loans
hereunder shall be allocated among the Banks on the first
Settlement Date after such payment, in amounts determined to
provide that after such application the outstanding amount of
Revolving Credit Loans of each Bank equals, as nearly as
practicable, such Bank's Commitment Percentage of all outstanding
Revolving Credit Loans."
SECTION 2.2. AMENDMENT TO SCHEDULE 2 The following new
definitions are hereby added to Schedule 2 of the Credit Agreement:
"Settlement. The making of, or receiving of, payments in
immediately available funds, by the Banks to or from the Agent in
accordance with ss.2.9(b) hereof to the extent necessary to cause
each Bank's actual share of the outstanding amount of the
Revolving Credit Loans to be equal to each Bank's Commitment
Percentage of the outstanding amount of such Revolving Credit
Loans, in any case when, prior to such event or action, the
actual share is not so equal."
"Settlement Amount. See ss.2.9(b) hereof."
"Settling Bank. See ss.2.9(b) hereof."
"Settlement Date. See ss.2.9."
SECTION 3. REPRESENTATIONS AND WARRANTIES. The Borrower hereby repeats
on and as of the date hereof the representations and warranties made by it in
the Credit Agreement,
4
-4-
provided that all references therein to the Credit Agreement shall refer to the
Credit Agreement as amended hereby.
SECTION 4. RATIFICATION, ETC. Except as expressly amended hereby, the
Credit Agreement and all documents, instruments and agreements related thereto
are hereby ratified and confirmed in all respects and shall continue in full
force and effect. This Amendment and the Credit Agreement shall hereafter be
read and construed together as a single document, and all references in the
Credit Agreement or any related agreement or instrument to the Credit Agreement
shall hereafter refer to the Credit Agreement as amended by this Amendment.
SECTION 5. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all of which
counterparts taken together shall be deemed to constitute one and the same
instrument.
5
-5-
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first above
written.
RAYTEL MEDICAL CORPORATION
By: /s/ E. Xxxxxx Xxxxx, Xx.
--------------------------------
Its: Chief Financial Officer
--------------------------------
BANQUE PARIBAS
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Its: Vice President
--------------------------------
By: /s/ Xxxxx Xxxxxxx
--------------------------------
Its: Vice President
--------------------------------
BANK OF BOSTON CONNECTICUT,
individually and as Agent
By: /s/ Xxxxx Xxxxxx
--------------------------------
Its: Vice President
--------------------------------
Each of the undersigned Guarantors acknowledges and accepts the foregoing and
ratifies and confirms in all respects such Guarantor's obligations under the
Guarantees:
RAYTEL CARDIAC SERVICES, INC.
By: /s/ E. XXXXXX XXXXX, XX.
---------------------------------
E. Xxxxxx Xxxxx
Its: Chief Financial Officer
6
-6-
RAYTEL MEDICAL IMAGING, INC.
By: /s/ E. Xxxxxx Xxxxx, Xx.
----------------------------------
E. Xxxxxx Xxxxx
Its Chief Financial Officer
MEDICAL IMAGING PARTNERS L.P.
By: RAYTEL MEDICAL IMAGING, INC.,
Its General Partner
By: /s/ E. Xxxxxx Xxxxx, Xx.
----------------------------------
E. Xxxxxx Xxxxx
Its Chief Financial Officer
RAYTEL IMAGING HOLDINGS, INC.
By: /s/ E. Xxxxxx Xxxxx, Xx.
----------------------------------
E. Xxxxxx Xxxxx
Its Chief Financial Officer
RAYTEL CARDIOVASCULAR LABS, INC.
By: /s/ E. Xxxxxx Xxxxx, Xx.
----------------------------------
E. Xxxxxx Xxxxx
Its Chief Financial Officer
RAYTEL IMAGING NETWORK, INC.
By: /s/ E. Xxxxxx Xxxxx, Xx.
----------------------------------
E. Xxxxxx Xxxxx
Its Chief Financial Officer
7
-7-
RAYTEL IMAGING WEST, INC.
By: /s/ E. XXXXXX XXXXX, XX.
-----------------------------------
E. Xxxxxx Xxxxx
Its Chief Financial Officer
RAYTEL IMAGING EAST INC.
By: /s/ E. XXXXXX XXXXX, XX.
-----------------------------------
E. Xxxxxx Xxxxx
Its Chief Financial Officer
RAYTEL IMAGING MID-ATLANTIC INC.
By: /s/ E. XXXXXX XXXXX, XX.
-----------------------------------
E. Xxxxxx Xxxxx
Its Chief Financial Officer
RAYTEL GRANADA HILLS INC.
By: /s/ E. XXXXXX XXXXX, XX.
-----------------------------------
E. Xxxxxx Xxxxx
Its Chief Financial Officer
