Exhibit 10.26
FIRST AMENDMENT TO LOAN AGREEMENT
THIS AMENDMENT is made as of December 21, 2001 by ASPECT MEDICAL
SYSTEMS, INC. (the "BORROWER") and FLEET NATIONAL BANK ("the LENDER").
RECITALS
A. The Lender and the Borrower are parties to a letter agreement dated as
of May 16, 2001 (the "LOAN AGREEMENT"). Capitalized terms used herein without
definition have the meanings assigned to them in the Loan Agreement.
B. The Borrower and the Bank desire to clarify Section 3. 7 of the Loan
Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
I. AMENDMENT TO LOAN AGREEMENT. Section 3.7 of the Loan Agreement is hereby
deleted in its entirety and replaced with the following:
"The Borrower will maintain at all times an aggregate amount of Ready
Assets with a net equity value (determined at face value) in excess of
$25,000,000."
II. NO FURTHER AMENDMENTS.
Except as specifically amended hereby, the Loan Agreement and the Pledge
Agreement shall remain unmodified and in full force and effect and are hereby
ratified and affirmed in all respects, and the indebtedness of the Borrower to
the Lender evidenced thereby and by the Revolving Note is hereby reaffirmed in
all respects. On and after the date hereof, each reference in the Loan Agreement
to "this letter agreement", "hereunder", "hereof", or words of like import
referring to the Loan Agreement, shall mean and be a reference to the Loan
Agreement as amended by this Amendment, and each reference in Pledge Agreement
to the Loan Agreement, "thereunder", "thereof", or words of like import
referring to the Loan Agreement shall mean a reference to the Loan Agreement as
amended by this Amendment.
III. CONFIRMATION OF SECURITY.
The Pledge Agreement shall remain in full force and effect and is hereby
ratified and affirmed in all material respects. The Borrower hereby acknowledges
and agrees that the "Obligations" secured by and entitled to the benefits of the
Pledge Agreement include, without limitation, the Revolving Note.
IV. MISCELLANEOUS.
A. As provided in the Loan Agreement, the Borrower agrees to reimburse
the Lender upon demand for all out-of-pocket costs, charges, liabilities, taxes
and expenses of the Lender (including reasonable fees and disbursements of
counsel to the Lender) in connection with the (a) preparation, negotiation,
interpretation, execution and delivery of this Amendment and any other
agreements, instruments and documents executed pursuant or relating hereto, and
(b) any enforcement hereof.
B. This Amendment shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.
D. This Amendment may be executed by the parties hereto in several
counterparts hereof and by the different parties hereto on separate counterparts
hereof, all of which counterparts shall together constitute one and the same
agreement.
IN WITNESS WHEREOF, the Lender and the Borrower have caused this Amendment
to be duly executed as a sealed instrument by their duly authorized
representatives, all as of the day and year first above written.
ASPECT MEDICAL SYSTEMS, INC.
By: /s/ J. Xxxx Xxxxxxxxx
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Title: Vice President and CFO
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FLEET NATIONAL BANK
By: /s/ Xxxx Xxxxx
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