EXHIBIT 10.1
FIRST AMENDMENT TO CREDIT AGREEMENT
-----------------------------------
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
---------
of December 27, 1996, is entered into by and among:
(1) ADAC LABORATORIES, a California corporation ("Borrower");
--------
(2) The financial institutions which are listed in ScheduleEI to the
-----------------
Credit Agreement referred to in Recital A below (such financial
---------------- ---------
institutions to be referred to herein collectively as the "Lenders"); and
-------
(3) ABN AMRO BANK N.V., a Netherlands public company acting through
its San Francisco International Branch, as agent for the Lenders (in such
capacity, "Agent").
-----
RECITALS
--------
A. Borrower, the Lenders and Agent are parties to a Credit Agreement
dated as of July 31, 1996 (the "Credit Agreement").
----------------
B. Borrower has requested the Lenders and Agent to amend the Credit
Agreement in certain respects.
C. The Lenders and Agent are willing so to amend the Credit Agreement
upon the terms and subject to the conditions set forth below.
AGREEMENT
---------
NOW, THEREFORE, in consideration of the above recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Borrower, the Lenders and Agent hereby agree as follows:
1. DEFINITIONS, INTERPRETATION. All capitalized terms defined above and
---------------------------
elsewhere in this Amendment shall be used herein as so defined. Unless otherwise
defined herein, all other capitalized terms used herein shall have the
respective meanings given to those terms in the Credit Agreement, as amended by
this Amendment. The rules of construction set forth in Section I of the Credit
-----------------------
Agreement shall, to the extent not inconsistent with the terms of this
---------
Amendment, apply to this Amendment and are hereby incorporated by reference.
2. AMENDMENT TO CREDIT AGREEMENT. Subject to the satisfaction of the
-----------------------------
conditions set forth in paragraphE4 below, the Credit Agreement is hereby
-----------
amended as follows:
(a) Paragraph 1.01 is amended by changing the amount "$7,000,000"
--------------
appearing in clause (b) of the definition of "Primary Secured Obligations"
---------- ---------------------------
to "$10,000,000".
(b) Paragraph 2.12 is amended by adding thereto, immediately
--------------
following Subparagraph 2.12(c), a new Subparagraph 2.12(d) to read in its
-------------------- --------------------
entirety as follows:
(d) Release of Collateral. Each Lender hereby authorizes Agent
---------------------
to execute and deliver such documents, instruments and agreements as
Borrower may reasonably request to release the Lien granted to Agent
by the Security Documents in any Collateral that is sold by Borrower
in accordance with Subparagraph 5.02(c). In determining whether a
--------------------
sale is in accordance with Subparagraph 5.02(c), Agent may rely upon
--------------------
certificates of Borrower or such other evidence as Agent may deem
appropriate.
(c) Subparagraph 5.02(a) is amended by changing clause (x) thereof to
-------------------- ----------
read in its entirety as follows:
(x) Guaranty Obligations incurred by Borrower in connection with
sales by Borrower of promissory notes, accounts receivable and other
indebtedness owed to Borrower (including, without limitation,
obligations under Borrower Note Guaranties), provided that the
aggregate amount of all such notes, receivables and other indebtedness
outstanding and so guaranteed by Borrower does not exceed $25,000,000
at any time;
(d) Subparagraph 5.02(c) is amended by changing clause (vi) to read
-------------------- -----------
in its entirety as follows:
(vi) Sales by Borrower of promissory notes, accounts receivable and
other indebtedness owed to Borrower, provided that each such sale is
(A) for cash consideration which is not less than the fair market
value of the promissory notes, accounts receivable or other
indebtedness sold and (B) without any recourse to Borrower or any of
its Subsidiaries except to the extent permitted by clause (x) of
-------------
Subparagraph 5.02(a);
--------------------
(e) Subparagraph 8.04(a) is amended by adding thereto, immediately
--------------------
after the word "Collateral" at the end of clause (vii) thereof, the
------------
parenthetical "(except for any release permitted by Subparagraph 2.12(d))".
--------------------
3. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and
------------------------------
warrants to Agent and the Lenders that the following are true and correct on the
date of this Amendment and that, after giving effect to the amendments set forth
in paragraph 2 above, the following will be true and correct on the Effective
-----------
Date (as defined below):
(a) The representations and warranties of Borrower and its
Subsidiaries set forth in Paragraph 4.01 of the Credit Agreement and in the
--------------------------------------
other Credit Documents are true and correct in all material respects;
2
(b) No Default or Event of Default has occurred and is continuing;
and
(c) All of the Credit Documents are in full force and effect.
(Without limiting the scope of the term "Credit Documents," Borrower expressly
acknowledges in making the representations and warranties set forth in this
paragraph 3 that, on and after the date hereof, such term includes this
-----------
Amendment.)
4. EFFECTIVE DATE. The amendments effected by paragraph 2 above shall
-------------- -----------
become effective on December 27, 1996 (the "Effective Date"), subject to receipt
--------------
by Agent and the Lenders on or prior to the Effective Date of the following,
each in form and substance satisfactory to Agent, the Lenders and their
respective counsel:
(a) This Amendment duly executed by Borrower, each Lender and Agent;
(b) A letter in the form of Exhibit A hereto, dated the Effective
---------
Date and duly executed by each Guarantor; and
(c) Such other evidence as Agent or any Lender may reasonably request
to establish the accuracy and completeness of the representations and
warranties and the compliance with the terms and conditions contained in
this Amendment and the other Credit Documents.
5. EFFECT OF THIS AMENDMENT. On and after the Effective Date, each
------------------------
reference in the Credit Agreement and the other Credit Documents to the Credit
Agreement shall mean the Credit Agreement as amended hereby. Except as
specifically amended above, (a) the Credit Agreement and the other Credit
Documents shall remain in full force and effect and are hereby ratified and
confirmed and (b) the execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power, or remedy of the Lenders or Agent, nor constitute a waiver of any
provision of the Credit Agreement or any other Credit Document.
6. MISCELLANEOUS.
-------------
(a) Counterparts. This Amendment may be executed in any number of
------------
identical counterparts, any set of which signed by all the parties hereto
shall be deemed to constitute a complete, executed original for all
purposes.
(b) Headings. Headings in this Amendment are for convenience of
--------
reference only and are not part of the substance hereof.
(c) Governing Law. This Amendment shall be governed by and construed
-------------
in accordance with the laws of the State of California without reference to
conflicts of law rules.
[The signature pages follow.]
3
IN WITNESS WHEREOF, Borrower, Agent and the Lenders have caused this
Amendment to be executed as of the day and year first above written.
BORROWER: ADAC LABORATORIES
By:___________________________
Name:________________________
Title:_______________________
AGENT: ABN AMRO BANK N.V.
By ABN AMRO North America, Inc.,
its agent
By:___________________________
Name:________________________
Title:_______________________
By:___________________________
Name:________________________
Title:_______________________
LENDERS: ABN AMRO BANK N.V.
By ABN AMRO North America, Inc.,
its agent
By:___________________________
Name:________________________
Title:_______________________
By:___________________________
Name:________________________
Title:_______________________
SANWA BANK CALIFORNIA
By:___________________________
Name:________________________
Title:_______________________
4
BANQUE NATIONALE DE PARIS
By:___________________________
Name:________________________
Title:_______________________
0
XXXXX XXXX XX XXXXXXXXXX, N.A.
By:___________________________
Name:________________________
Title:_______________________
6
EXHIBIT A
---------
GUARANTOR CONSENT LETTER
------------------------
December 27, 1996
TO: ABN AMRO BANK N.V.,
As Agent for the Lenders under the Credit Agreement referred to below
1. Reference is made to the following:
(a) The Credit Agreement dated as of July 31, 1996 (the "Credit
Agreement") among ADAC Laboratories ("Borrower"), the financial
institutions which are from time to time parties thereto (the "Lenders"),
and ABN AMRO Bank N.V., as agent for the Lenders ("Agent");
(b) The Guaranty dated as of July 31, 1996, ("Guaranty") executed by
the undersigned (each a "Guarantor") in favor of the Lenders and Agent; and
(c) The First Amendment to Credit Agreement dated as of December 27,
1996 (the "First Amendment") among Borrower, the Lenders and Agent.
2. Each Guarantor hereby consents to the First Amendment and the release
of Collateral contemplated thereby. Each Guarantor expressly agrees that
neither such amendment nor any such release shall in way affect or alter the
rights, duties, or obligations of any Guarantor, the Lenders or Agent under the
Guaranty.
3. From and after the date hereof, the term "Credit Agreement" as used in
the Guaranty shall mean the Credit Agreement, as amended by the First Amendment.
4. Guarantors' consent to the First Amendment and the release of
Collateral contemplated thereby shall not be construed (i) to have been required
by the terms of the Guaranty or any other document, instrument or agreement
relating thereto or (ii) to require the consent of any Guarantor in connection
with any future amendment of the Credit Agreement or any other Credit Document
or any release of Collateral.
A-1
IN WITNESS WHEREOF, each Guarantor has executed this Guarantor Consent
Letter as of the day and year first written above.
ADAC RESEARCH AND MANUFACTURING
By:___________________________
Name:________________________
Title:_______________________
COMMUNITY HEALTHCARE COMPUTING CORPORATION
By:____________________________
Name:_________________________
Title:________________________
ADAC JD TECHNICAL SERVICES
By:___________________________
Name:________________________
Title:_______________________
ADAC LABORATORIES PACIFIC, INC.
By:___________________________
Name:________________________
Title:_______________________
A-2
SECOND AMENDMENT TO CREDIT AGREEMENT
------------------------------------
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
---------
May 1, 1997, is entered into by and among:
(1) ADAC LABORATORIES, a California corporation ("Borrower");
--------
(2) The financial institutions which are listed in Schedule I to the
-----------------
Credit Agreement referred to in Recital A below (such financial
---------------- ---------
institutions to be referred to herein collectively as the "Lenders"); and
-------
(3) ABN AMRO BANK N.V., a Netherlands public company acting through
its San Francisco International Branch, as agent for the Lenders (in such
capacity, "Agent").
-----
RECITALS
--------
A. Borrower, the Lenders and Agent are parties to a Credit Agreement
dated as of July 31, 1996, as amended by a First Amendment to Credit Agreement
dated as of December 27, 1996 (as so amended, the "Credit Agreement").
----------------
B. Borrower has requested the Lenders and Agent to amend the Credit
Agreement in certain respects.
C. The Lenders and Agent are willing so to amend the Credit Agreement
upon the terms and subject to the conditions set forth below.
AGREEMENT
---------
NOW, THEREFORE, in consideration of the above recitals and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Borrower, the Lenders and Agent hereby agree as follows:
1. DEFINITIONS, INTERPRETATION. All capitalized terms defined above and
---------------------------
elsewhere in this Amendment shall be used herein as so defined. Unless otherwise
defined herein, all other capitalized terms used herein shall have the
respective meanings given to those terms in the Credit Agreement, as amended by
this Amendment. The rules of construction set forth in Section I of the Credit
-----------------------
Agreement shall, to the extent not inconsistent with the terms of this
---------
Amendment, apply to this Amendment and are hereby incorporated by reference.
2. AMENDMENTS TO CREDIT AGREEMENT. Subject to the satisfaction of the
------------------------------
conditions set forth in Paragraph 9 below, the Credit Agreement is hereby
-----------
amended as follows:
(a) Paragraph 1.01 of the Credit Agreement is amended by changing the
--------------------------------------
definition of "Total Commitment" set forth therein to read in its entirety
as follows:
"Total Commitment" shall mean, at any time, One Hundred Million
----------------
Dollars ($100,000,000) or, if such amount is reduced pursuant to
Subparagraph 2.02(a), the amount to which so reduced and in effect at
--------------------
such time.
(b) Paragraph 1.01 of the Credit Agreement is amended further by
--------------------------------------
adding thereto, in the appropriate alphabetical order, the following new
definition:
"ARS" shall mean ADAC Radiology Services, Inc., a Delaware
---
corporation that is a Subsidiary of Borrower.
(c) Paragraph 2.01(g) of the Credit Agreement is amended by changing
-----------------------------------------
clause (ii) thereof to read in its entirety as follows:
-----------
(ii) thereafter, for Borrower's general corporate needs (including the
payment of the purchase price for the acquisition of Radiology Service
Partners, L.L.C.)
(d) Paragraph 4.01(q) of the Credit Agreement is amended to read in
-----------------------------------------
its entirety as follows:
(q) Subsidiaries, etc. Set forth in Schedule 4.01(q) (as
------------------ ----------------
supplemented by Borrower from time to time in a written notice to
Agent) is a complete list of all of Borrower's Subsidiaries; the
jurisdiction of incorporation of each such Subsidiary; for each
Domestic Subsidiary and each direct Foreign Subsidiary, the number of
shares of each class of Equity Security of such Subsidiary
outstanding; and the percentage of each such Subsidiary's outstanding
Equity Securities owned directly by Borrower or another Subsidiary of
Borrower. Except for such Subsidiaries, Borrower has no Subsidiaries,
is not a partner in any partnership or a joint venturer in any joint
venture.
(e) Subparagraph 5.02(c) of the Credit Agreement is amended by (i)
--------------------------------------------
deleting the word "and" at the end of clause (vii) thereof; (ii) changing
------------
the designation of clause (viii) thereof to "(ix)"; and (iii) adding
-------------
immediately after clause (vii) thereof a new clause (viii) to read in its
------------ -------------
entirety as follows:
(viii) Sales by ARS or a Subsidiary of ARS back to Radiology
Service Partners, L.L.C. or the owner(s) thereof of all or a portion
of the assets or equity interest purchased by ARS or such Subsidiary
from Radiology Service Partners, L.L.C. or such owner(s), provided
that each such sale is for a purchase price which is not less than the
original purchase price for the resold assets or equity interest; and
(f) Subparagraph 5.02(d) of the Credit Agreement is amended by
--------------------------------------------
changing clause (ii) thereof to read in its entirety as follows:
-----------
(ii) Borrower and its Subsidiaries may acquire any Person or all or
substantially all of the assets of any Person, provided that the
aggregate cost of such acquisitions does not exceed:
(A) In the fiscal year ending September 30, 1997, the sum
of (1) the aggregate cost to Borrower of acquiring Photon
Diagnostic
2
Technologies, Inc. and Geometrics Corporation, (2) the lesser of
the cost to Borrower of acquiring the assets of or equity
interest in Radiology Service Partners, L.L.C. and $20,000,000
and (3) ten percent (10%) of the Tangible Net Worth of Borrower
and its Subsidiaries on September 30, 1996; and
(B) In any other fiscal year, ten percent (10%) of the
Tangible Net Worth of Borrower and its Subsidiaries. In
determining the aggregate amount of acquisitions permitted under
this clause (ii)(B) at any time during a fiscal year subject to
--------------
this clause, the Tangible Net Worth of Borrower and its
Subsidiaries as of the last day of the most recently ended fiscal
quarter shall be used.
(g) Subparagraph 5.02(f) of the Credit Agreement is amended to read
--------------------------------------------
in its entirety as follows:
(f) Change in Business. Neither Borrower nor any of its
------------------
Subsidiaries shall engage, either directly or indirectly through
Affiliates, in any business substantially different from its present
business and the business conducted by Photon Diagnostic Technologies,
Inc., Geometrics Corporation and Radiology Service Partners, L.L.C.
prior to their acquisition by Borrower.
(h) Subparagraph 5.02(h) of the Credit Agreement is amended to read
--------------------------------------------
in its entirety as follows:
(h) Security Issuances. None of Borrower's Subsidiaries shall
------------------
issue, offer or sell any Equity Securities not currently outstanding
except as follows:
(i) Any of Borrower's Subsidiaries may issue Equity
Securities to Borrower or a wholly-owned Subsidiary of Borrower,
provided that such Equity Securities are pledged to Agent
pursuant to the Pledge Agreement to the extent required by the
Pledge Agreement; and
(ii) Any of Adac Healthcare Information Systems, ARS or any
Subsidiary of ARS may issue and sell to officers, directors and
employees of Borrower and such Person its stock and options to
purchase its stock, provided that the percentage of the
outstanding voting stock in such Person held by such optionees
does not at any time exceed twenty percent (20%).
(i) Subparagraph 5.03(c) of the Credit Agreement is amended to read
--------------------------------------------
in its entirety as follows:
(c) Tangible Net Worth. Borrower shall not permit the Tangible
------------------
Net Worth of Borrower and its Subsidiaries on the last day of any
fiscal quarter (any such date to be referred to herein as a
"determination date") which occurs on or after March 31, 1997 (such
date to be referred to herein as the "base date") to be less than the
sum on such determination date of the following:
3
(i) The Tangible Net Worth of Borrower and its Subsidiaries
on the base date minus $15,000,000;
plus
----
(ii) Fifty percent (50%) of the sum of the consolidated
quarterly net income (ignoring any quarterly losses) of Borrower
and its Subsidiaries for each quarter after the base date
through and including the quarter ending immediately prior to
the determination date;
plus
----
(iii) One hundred percent (100%) of the Net Proceeds realized
by Borrower and its Subsidiaries from the issuance and/or sale
of Equity Securities during the period commencing on the base
date and ending on the determination date;
minus
-----
(iv) If the determination date is after the date Borrower
acquires the assets or equity of Radiology Service Partners,
L.L.C., the lesser of (A) the portion of the purchase price paid
by Borrower for such assets that is attributable to good will
and (B) $15,000,000.
(j) Subparagraph 5.03(e) of the Credit Agreement is amended to read
--------------------------------------------
in its entirety as follows:
(e) Debt/EBITDA Ratio. Borrower shall not permit the
-----------------
Debt/EBITDA Ratio of Borrower and its Subsidiaries to be greater than
(i) 2.25 to 1.00 on the last day of June 30, 1997, September 30, 1997
or December 31, 1997 or (ii) 2.00 to 1.00 on the last day of any
other fiscal quarter.
(k) Schedule I is amended by changing the Proportionate Shares of
----------
the Lenders to the following:
Proportionate
Lender Share
------------ -----------
ABN AMRO Bank N.V. 33.33333334
Sanwa Bank California 30.00000000
Banque Nationale de Paris 18.33333333
Union Bank of California 18.33333333
(l) Schedule 1.01(a) to the Credit Agreement is amended to read in
----------------------------------------
its entirety as set forth in Attachment 1 hereto.
------------
4
(m) Schedule 4.01(q) to the Credit Agreement is amended to read in
----------------------------------------
its entirety as set forth in Attachment 2 hereto.
------------
(n) Exhibit F is amended by changing Schedule B to Attachment 1
--------- --------------------------
thereto as follows:
(i) On the first page of Schedule B listing Patents, the following
----------
United States Patent numbers are added at the end of the first group
of Patent numbers in the first column:
5,552,606
5,585,637
5,596,197
5,598,003
5,608,221
(ii) On the first page of Schedule B listing Patents, the following
----------
Japanese Patent number is added at the end of the last group of Patent
numbers in the last column:
2,574,160 (Japan)
(iii) Two new pages reading in their entirety as set forth in
Attachment 3 are added to Schedule B at the end thereof.
------------ ----------
(o) Exhibit G is amended by changing Attachment 1 thereto to read in
--------- ------------
its entirety as set forth in Attachment 4 hereto.
------------
3. AMENDMENTS TO SECURITY AGREEMENT (INTELLECTUAL PROPERTY). Subject to
--------------------------------------------------------
the satisfaction of the conditions set forth in Paragraph 9 below, the Security
-----------
Agreement (Intellectual Property) is hereby amended by changing Schedule B to
-------------
Attachment 1 thereto as provided in Subparagraph 2(n) above.
------------ -----------------
4. AMENDMENTS TO PLEDGE AGREEMENT. Subject to the satisfaction of the
------------------------------
conditions set forth in Paragraph 9 below, the Pledge Agreement is hereby
-----------
amended by changing Attachment 1 thereto as provided in Subparagraph 2(o) above.
------------ -----------------
5. OTHER AMENDMENTS TO CREDIT DOCUMENTS. The Credit Documents are
------------------------------------
further amended by (a) changing all references therein to the Agent's New York
address from "335 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000" to "1325 Avenue of the
Xxxxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000", (b) changing all references therein
to the Agent's New York telephone number from "(000) 000-0000" to "(212) 314-
1724" and (c) changing all references therein to the Agent's New York fax number
from "(000) 000-0000" to "(000) 000-0000".
5
6. ADAC DO BRASIL. Notwithstanding Paragraph 2 of the Pledge Agreement,
-------------- -----------------------------------
Borrower shall not be required to grant to Agent a security interest in the
Subsidiary Shares of ADAC do Brasil unless Required Lenders shall otherwise
elect.
7. AMENDMENT FEE. Borrower shall pay to Agent, for the benefit of each
-------------
Lender, an amendment fee equal to 0.125% of the increase in such Lender's
Commitment resulting from this Amendment (individually, an "Amendment Fee").
-------------
8. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and
------------------------------
warrants to Agent and the Lenders that the following are true and correct on the
date of this Amendment and that, after giving effect to the amendments set forth
in paragraph 2 above, the following will be true and correct on the Effective
-----------
Date (as defined below):
(a) The representations and warranties of Borrower and its
Subsidiaries set forth in Paragraph 4.01 of the Credit Agreement and in the
--------------------------------------
other Credit Documents are true and correct in all material respects;
(b) No Default or Event of Default has occurred and is continuing;
and
(c) All of the Credit Documents are in full force and effect.
(Without limiting the scope of the term "Credit Documents," Borrower expressly
acknowledges in making the representations and warranties set forth in this
Paragraph 4 that, on and after the date hereof, such term includes this
-----------
Amendment.)
9. EFFECTIVE DATE. The amendments effected by Paragraphs 2, 3, 4 and 5
-------------- ------------------------
above shall become effective on May 15, 1997 (the "Effective Date"), subject to
--------------
receipt by Agent and the Lenders on or prior to the Effective Date of the
following, each in form and substance satisfactory to Agent, the Lenders and
their respective counsel:
(a) This Amendment, duly executed by Borrower, each Lender and Agent;
(b) A new Note for each Lender in the amount of such Lender's new
Commitment on and after the Effective Date, duly executed by Borrower;
(c) Subsidiary Joinders in the form of Attachment 1 to the Guaranty,
----------------------------
dated the Effective Date and duly executed by ADAC Healthcare Partners,
Inc., ADAC Healthcare Information Systems, Inc. and ADAC Radiology
Services, Inc.;
(d) The stock certificates representing all of the outstanding
capital stock of ADAC Healthcare Partners, Inc. and each other Subsidiary
of Borrower pledged to Agent pursuant to the Borrower Pledge Agreement and
not previously delivered to Agent on the Closing Date, together with
undated stock powers duly executed by Borrower in blank and attached
thereto;
(e) Appropriate documents for filing with the United States Patent
and Trademark Office and all other filings necessary to perfect the
security interests granted to Agent by the IP Security Agreement and not
previously delivered to Agent on the
6
Closing Date, all appropriately completed and duly executed by Borrower
and, where appropriate, notarized;
(f) A letter in the form of Exhibit A hereto, dated the Effective
---------
Date and duly executed by each Guarantor (including each Subsidiary of
Borrower referred to in Subparagraph 9(c) above);
-----------------
(g) A favorable written opinion of Xxxxx X. Xxxxxxxxx, Vice President
and General Counsel of Borrower, dated the Effective Date, addressed to
Agent and covering such matters as Agent may reasonably request;
(h) The Amendment Fee for each Lender; and
(i) Such other evidence as Agent or any Lender may reasonably request
to establish the accuracy and completeness of the representations and
warranties and the compliance with the terms and conditions contained in
this Amendment and the other Credit Documents.
On the Effective Date, Agent shall calculate the Proportionate Share of each
Lender in each Borrowing which is then outstanding. Based upon such
calculation, the Lenders shall purchase from and sell to each other on the
Effective Date such participations in the outstanding Loans as Agent determines
are necessary to cause each Lender to hold a Loan in each Borrowing in a
principal amount equal to such Lender's Proportionate Share of such Borrowing.
10. EFFECT OF THIS AMENDMENT. On and after the Effective Date, each
------------------------
reference in the Credit Agreement and the other Credit Documents to the Credit
Agreement or the Pledge Agreement shall mean the Credit Agreement or the Pledge
Agreement, as the case may be, as amended hereby. Except as specifically
amended above, (a) the Credit Agreement, the Pledge Agreement and the other
Credit Documents shall remain in full force and effect and are hereby ratified
and confirmed and (b) the execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power, or remedy of the Lenders or Agent, nor constitute a waiver of
any provision of the Credit Agreement, the Pledge Agreement or any other Credit
Document.
11. MISCELLANEOUS.
-------------
(a) Counterparts. This Amendment may be executed in any number of
------------
identical counterparts, any set of which signed by all the parties hereto
shall be deemed to constitute a complete, executed original for all
purposes.
(b) Headings. Headings in this Amendment are for convenience of
--------
reference only and are not part of the substance hereof.
(c) Governing Law. This Amendment shall be governed by and construed
-------------
in accordance with the laws of the State of California without reference to
conflicts of law rules.
[The signature pages follow.]
7
IN WITNESS WHEREOF, Borrower, Agent and the Lenders have caused this
Amendment to be executed as of the day and year first above written.
BORROWER: ADAC LABORATORIES
By:___________________________
Name:________________________
Title:_______________________
AGENT: ABN AMRO BANK N.V.
By:___________________________
Name:________________________
By:___________________________
Name:________________________
Title:_______________________
LENDERS: ABN AMRO BANK N.V.
By:___________________________
Name:________________________
Title:_______________________
By:___________________________
Name:________________________
Title:_______________________
SANWA BANK CALIFORNIA
By:___________________________
Name:________________________
Title:_______________________
BANQUE NATIONALE DE PARIS
By:___________________________
Name:________________________
Title:_______________________
By:___________________________
Name:________________________
Title:_______________________
0
XXXXX XXXX XX XXXXXXXXXX, N.A.
By:___________________________
Name:________________________
Title:_______________________
9
ATTACHMENT 1
------------
SCHEDULE 1.01(A)
----------------
PRICING GRID
------------
APPLICABLE MARGINS
DEBT/ BASE COMMITMENT
EBITDA QUARTER RATE LIBOR FEE
RATIO /1/ LEVEL /2/ LOANS LOANS PERCENTAGE
-------------- --------- ------ ------ -----------
(less than) 0.90 1 0% 0.875% 0.250%
(greater than) 0.90,
(less than) 1.20 2 0% 1.000% 0.275%
(greater than) 1.20,
(less than) 1.40 3 0% 1.125% 0.325%
(greater than) 1.40,
(less than) 1.60 4 0% 1.250% 0.375%
(greater than) 1.60,
(less than) 2.00 5 0% 1.375% 0.425%
(greater than) 2.00 6 0% 1.500% 0.475%
_________________________
/1/ For a consecutive four-quarter period.
-
/2/ For the second quarter after the last quarter in the consecutive four-
-
quarter period.
EXPLANATION
-----------
1 The Applicable Margin for each Loan and the Commitment Fee Percentage will
be set for each quarter and will vary depending upon whether such quarter
is a Level 1 Quarter, a Xxxxx 0 Xxxxxxx, x Xxxxx 0 Xxxxxxx, a Xxxxx 0
Xxxxxxx, x Xxxxx 0 Xxxxxxx or a Level 6 Quarter.
2. The quarter ending September 30, 1996 will be a Level 2 Quarter.
3. Each quarter thereafter will be a Xxxxx 0 Xxxxxxx, x Xxxxx 0 Xxxxxxx, x
Xxxxx 0 Quarter, a Xxxxx 0 Xxxxxxx, x Xxxxx 0 Xxxxxxx or a Xxxxx 0 Xxxxxxx
xxxxxxxxx xxxx Xxxxxxxx'x Xxxx/XXXXXX Ratio for the consecutive four-
quarter period which ended with the second quarter prior to such quarter.
4. Examples:
(a) For the consecutive four-quarter period ending March 31, 1996, the
Borrower's Debt/EBITDA Ratio was 1.30. The quarter ending September
30, 1996 will again be a Level 3 Quarter.
1.01(a)-2
(b) For the consecutive four-quarter period ending June 30, 1996, the
Borrower's Debt/EBITDA Ratio was 1.10. The quarter ending December
31, will again be a Level 2 Quarter.
1.01(a)-2
ATTACHMENT 2
------------
SCHEDULE 4.01(Q)
----------------
SUBSIDIARIES
------------
1. SHARES OWNED DIRECTLY BY BORROWER:
----------------------------------
Shares Shares Owned
Subsidiary Jurisdiction Outstanding/1/ by Borrower/2/
--------------------- ------------ -------------- --------------
ADAC Research &
Manufacturing, Inc. California 1,000 100%
Community Health
Computing Corp Delaware 4,000,000 100%
Preferred
ADAC Medical
Technologies, Inc.
(formerly known
as X.X. Technical
Services, Inc.) Delaware 1,000 100%
ADAC Laboratories
Pacific, Inc. California 1,000 100%
ADAC Healthcare Delaware 1 common 100%
Partners, Inc. 1,000,000
Preferred 100%
ADAC Laboratories
Canada Ltd. Canada 100 100%
ADAC Laboratories
Europe, BV. Netherlands 20,646 100%
ADAC Foreign
Sales Corporation Virgin Islands 1,000 100%
ADAC do Brasil Brazil 85,000 100%
____________________
/1/ All shares common unless otherwise indicated.
-
/2/ An immaterial number of directors' qualifying shares or the equivalent may
-
be outstanding for some Foreign Subsidiaries.
4.01(q)-3
2. SHARES OWNED DIRECTLY BY COMMUNITY HEALTH COMPUTING CORP. ("CHCC"):
--------
Shares Shares Owned
Subsidiary Jurisdiction Outstanding/1/ by CHCC
----------------- ------------ -------------- -------------
ADAC Healthcare
Information
Systems, Inc. Texas 1,000 100%
3. SHARES OWNED DIRECTLY BY ADAC HEALTHCARE PARTNERS, INC. ("ADAC HCPI"):
-------------
Shares Shares Owned
Subsidiary Jurisdiction Outstanding/1/ by ADAC HCPI
---------------- ------------ -------------- -------------
ADAC Radiology
Services, Inc. Delaware 1 common 100%
1,000,000
preferred 100%
____________________
/1/ All shares common unless otherwise indicated.
-
4.01(q)-3
4. SHARES OWNED DIRECTLY BY ADAC LABORATORIES EUROPE B.V. ("ADAC BV"):
-----------
Shares Owned
Subsidiary Jurisdiction by ADAC BV /2/
-------------------- ------------ ------------------
ADAC Laboratories,
SARL France 100%
ADAC Laboratories,
SRL Italy 100%
ADAC Laboratories,
Ltd. UK 100%
ADAC Laboratories,
A/S Denmark 100%
ADAC Laboratories,
GmbH Germany 100%
____________________
/2/ An immaterial number of directors' qualifying shares or the equivalent may
-
be outstanding for some Foreign Subsidiaries.
4.01(q)-3
EXHIBIT A
---------
GUARANTOR CONSENT LETTER
------------------------
May 15, 1997
TO: ABN AMRO BANK N.V.,
As Agent for the Lenders under the Credit Agreement referred to below
1. Reference is made to the following:
(a) The Credit Agreement dated as of July 31, 1996 (as previously
amended, the "Credit Agreement") among ADAC Laboratories ("Borrower"), the
financial institutions which are from time to time parties thereto (the
"Lenders"), and ABN AMRO Bank N.V., as agent for the Lenders ("Agent");
(b) The Guaranty dated as of July 31, 1996 ("Guaranty") executed by
the undersigned (each a "Guarantor") in favor of the Lenders and Agent; and
(c) The Second Amendment to Credit Agreement dated as of May 1, 1997
(the "Second Amendment") among Borrower, the Lenders and Agent.
2. Each Guarantor hereby consents to the Second Amendment. Each
Guarantor expressly agrees that such amendment shall in no way affect or alter
the rights, duties, or obligations of any Guarantor, the Lenders or Agent under
the Guaranty.
3. From and after the date hereof, the term "Credit Agreement" as used in
the Guaranty shall mean the Credit Agreement, as amended by the Second
Amendment.
4. Guarantors' consent to the Second Amendment shall not be construed (i)
to have been required by the terms of the Guaranty or any other document,
instrument or agreement relating thereto or (ii) to require the consent of any
Guarantor in connection with any future amendment of the Credit Agreement or any
other Credit Document or any release of Collateral.
A-2
IN WITNESS WHEREOF, each Guarantor has executed this Guarantor Consent
Letter as of the day and year first written above.
ADAC RESEARCH & MANUFACTURING, INC.
By:_________________________
Name:______________________
Title:_____________________
COMMUNITY HEALTH COMPUTING CORPORATION
By:_________________________
Name:______________________
Title:_____________________
ADAC MEDICAL TECHNOLOGIES, INC.
(formerly known as JD Technical Services, Inc.)
By:_________________________
Name:______________________
Title:_____________________
ADAC LABORATORIES PACIFIC, INC.
By:_________________________
Name:______________________
Title:_____________________
ADAC HEALTHCARE PARTNERS, INC.
By:_________________________
Name:______________________
Title:_____________________
A-2
ADAC HEALTHCARE INFORMATION SYSTEMS, INC.
By:_________________________
Name:______________________
Title:_____________________
ADAC RADIOLOGY SERVICES, INC.
By:_________________________
Name:______________________
Title:_____________________
A-2
