AMENDMENT NO. 2
TO
LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 2 ("Amendment") is entered into as of March __, 1998,
by and between IHW, Inc. ("Borrower"), having its principal place of business
at 000 00xx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 and Century Business Credit
Corporation ("Lender") having its principal place of business at 000 Xxxx
00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
BACKGROUND
Borrower and Lender are parties to a Loan and Security Agreement dated as of
July 10, 1997 (as same has been and may be further amended, supplemented or
otherwise modified from time to time, the "Loan Agreement") pursuant to which
Lender provides Borrower with certain financial accommodations.
Borrower has requested that Lender amend the Contract Rate and Lender is
willing to do so on the terms and conditions hereafter set forth.
NOW, THEREFORE, in consideration of any loan or advance or grant of credit
heretofore or hereafter made to or for the account of Borrower by Lender, and
for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Definitions. All capitalized terms not otherwise defined herein shall
have the meanings given to them in the Loan Agreement.
2. Amendment to Loan Agreement. Subject to satisfaction of the conditions
precedent set forth in Section 3 below, the following defined terms in
Paragraph 1(a) of the Loan Agreement are hereby amended in their entirety
to provide as follows:
"Contract Rate" means an interest rate per annum equal to the greater of (a)
nine percent (9%) or (b) the (i) Prime Rate plus (ii) two and one-half
percent (2.50%).
"Termination Date" means December 19, 1999.
3. Conditions of Effectiveness. This Amendment shall become effective upon
Lender's receipt, in form and substance satisfactory to Lender, of this
Amendment duly executed on behalf of Borrower and consented and agreed to by
each Guarantor.
4. Representations and Warranties. Borrower hereby represents and
warrants as follows:
(a) This Amendment and the Loan Agreement, as amended hereby,
constitute legal, valid and binding obligations of Borrower and are
enforceable against Borrower in accordance with their respective terms.
(b) Upon the effectiveness of this Amendment, Borrower hereby
reaffirms all covenants, representations and warranties made in the Loan
Agreement to the extent the same are not amended hereby and agree that all
such covenants, representations and warranties shall be deemed to have been
remade as of the effective date of this Amendment.
(c) No Event of Default or Incipient Event of Default has occurred and is
continuing or would exist after giving effect to this Amendment.
(d) Borrower has no defense, counterclaim or offset with respect to the Loan
Agreement.
5. Effect on the Loan Agreement.
(a) Upon the effectiveness of Section 2 hereof, each reference in the Loan
Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of
like import shall mean and be a reference to the Loan Agreement as amended
hereby.
(b) Except as specifically amended herein, the Loan Agreement, and
all other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall
not operate as a waiver of any right, power or remedy of Lender, nor
constitute a waiver of any provision of the Loan Agreement, or any other
documents, instruments or agreements executed and/or delivered under or in
connection therewith.
6. Governing Law. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns and
shall be governed by and construed in accordance with the laws of the State
of New York.
7. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
8. Counterparts. This Amendment may be executed by the parties hereto in
one or more counterparts, each of which shall be deemed an original and all
of which taken together shall be deemed to constitute one and the same
agreement.
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first written above.
IHW, INC.
By: _______________________________
Title:
CENTURY BUSINESS CREDIT CORPORATION
By: _______________________________
Title:
CONSENTED AND AGREED TO:
ACE SURGICAL SUPPLY CO., INC.
By: _______________________________
Title:
______________________________
XXXXX XXXXXXXX
AMENDMENT NO. 3
TO LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 3 ("Amendment") is entered into as of March __, 1998,
by and between Ace Surgical Supply Co., Inc. ("Borrower"), having its
principal place of business at 000 00xx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 and
Century Business Credit Corporation ("Lender") having its principal place of
business at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
BACKGROUND
Borrower and Lender are parties to a Loan and Security Agreement dated as of
December 20, 1996 (as same has been and may be further amended, supplemented
or otherwise modified from time to time, the "Loan Agreement") pursuant to
which Lender provides Borrower with certain financial accommodations.
Borrower has requested that Lender amend the Contract Rate and increase the
advance rate against Eligible Receivables and Lender is willing to do so on
the terms and conditions hereafter set forth.
NOW, THEREFORE, in consideration of any loan or advance or grant of credit
heretofore or hereafter made to or for the account of Borrower by Lender, and
for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Definitions. All capitalized terms not otherwise defined herein shall have
the meanings given to them in the Loan Agreement.
2. Amendment to Loan Agreement. Subject to satisfaction of the conditions
precedent set forth in Section 3 below, the following defined terms in
Paragraph 1(a) of the Loan Agreement are hereby amended in their entirety to
provide as follows:
"Contract Rate" means an interest rate per annum equal to the greater of (a)
nine percent (9%) or (b) the (i) Prime Rate plus (ii) two and one half
percent (2.50%).
"Receivables Availability" means the amount of Revolving Credit Advances
against Eligible Receivables which Lender may, from time to time during the
Term of this Agreement, make available to Borrower up to eighty percent (80%).
"Termination Date" means December 19, 1999.
3. Conditions of Effectiveness. This Amendment shall become effective
upon Lender's receipt, in form and substance satisfactory to Lender, of this
Amendment duly executed on behalf of Borrower and consented and agreed to
by each Guarantor.
4. Representations and Warranties. Borrower hereby represents and
warrants as follows:
(a) This Amendment and the Loan Agreement, as amended hereby,
constitute legal, valid and binding obligations of Borrower and are
enforceable against Borrower in accordance with their respective terms.
(b) Upon the effectiveness of this Amendment, Borrower hereby
reaffirms all covenants, representations and warranties made in the Loan
Agreement to the extent the same are not amended hereby and agree that all
such covenants, representations and warranties shall be deemed to have been
remade as of the effective date of this Amendment.
(c) No Event of Default or Incipient Event of Default has occurred and
is continuing or would exist after giving effect to this Amendment.
(d) Borrower has no defense, counterclaim or offset with respect to
the Loan Agreement.
5. Effect on the Loan Agreement.
(a) Upon the effectiveness of Section 2 hereof, each reference in the
Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or words
of like import shall mean and be a reference to the Loan Agreement as
amended hereby.
(b) Except as specifically amended herein, the Loan Agreement, and
all other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall
not operate as a waiver of any right, power or remedy of Lender, nor
constitute a waiver of any provision of the Loan Agreement, or any other
documents, instruments or agreements executed and/or delivered under or in
connection therewith.
6. Governing Law. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns and
shall be governed by and construed in accordance with the laws of the State
of New York.
7. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
8. Counterparts. This Amendment may be executed by the parties hereto in
one or more counterparts, each of which shall be deemed an original and all
of which taken together shall be deemed to constitute one and the same
agreement.
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first written above.
ACE SURGICAL SUPPLY CO., INC.
By: _______________________________
Title:
CENTURY BUSINESS CREDIT CORPORATION
By: _______________________________
Title:
CONSENTED AND AGREED TO:
IHW, INC.
By: _______________________________
Title:
______________________________
XXXXX XXXXXXXX
