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EXHIBIT 10.32
LOAN AGREEMENT
THIS LOAN AGREEMENT (the "Agreement") is entered into as of the
15th day of October, 1996, by and between FIRST UNION NATIONAL BANK
OF FLORIDA, a national banking association (the "Lender"), and STERILE
RECOVERIES, INC., a Florida corporation (the "Borrower"), and is made in
reference to the following facts:
(A) The Lender has made available to Borrower a credit facility in
the amount of FIFTEEN MILLION AND N0/100 DOLLARS ($15,000,000.00) (the "Loan")
consisting of (i) a revolving line of credit (the "Revolving Loan") and
(ii) individual Term Loans (as defined below) made from time to time at
Borrower's request to fund its equipment purchases (the "Term Debt").
(B) The Loan is evidenced by a Revolving Line of Credit Note (the
"Note") that matures on August 31, 1999, as to the Revolving Loan, and on the
last day of the specified amortization period with respect to each Term Loan
(in each case, the "Maturity Date"). The Revolving Loan is unsecured; each
Term Loan will be secured by a security interest in the equipment purchased
with the Term Loan proceeds pursuant to an instrument of security
(collectively, the "Instruments of Security").
(C) This Agreement, the Note, the Instruments of Security, and the
other documents that evidence or secure the Loan collectively comprise the
"Loan Documents" and their execution by Borrower is required by the Lender as a
condition to the Loan.
NOW THEREFORE, for and in consideration of the mutual covenants and
conditions contained herein and other valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties covenant and agree as
follows:
ARTICLE I - INTRODUCTORY PROVISIONS
1.1 Recitals. The statements contained in the recitals of fact
set forth above (the "Recitals") are true and correct, and the Recitals by this
reference are made a part of this Agreement.
1.2 Exhibits. All exhibits attached to this Agreement are by this
reference incorporated in and made a part hereof.
1.3 Abbreviations and Definitions. The following abbreviations
and definitions will be used for purposes of this Agreement:
(a) The abbreviations and definitions set forth in the
Preamble and Recitals will be used for purposes of this Agreement.
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(b) The "Agreement" mean this Loan Agreement between the
parties; as amended from time to time.
(c) "Collateral" means the Equipment of the Borrower that
Borrower acquires with the proceeds of a Term Loan and that is subject to a
security interest granted to Lender as security for the Term Loan (and not for
the Revolving Loan or any other Term Loan) pursuant to an Instrument of
Security.
(d) "Default" means any event or condition which, with
the giving or receipt of notice or lapse of time or both, would constitute an
Event of Default hereunder or under the Loan Documents;
(e) "EBITDA" means Borrower's earnings before interest,
taxes, depreciation and amortization, as those terms are used under generally
accepted accounting principles, consistently applied.
(f) "Equipment" means individual items of equipment
purchased by Borrower from time to time with proceeds of a Term Loan, together
with all parts, accessories, attachments, additions, replacements, accessions,
substitutions, increases, products and proceeds thereof in any form.
(g) "Loans" means collectively, the Revolving Loan and
any Term Loans then outstanding hereunder.
(h) "Permitted Debt" means the $1,000,000.00 convertible
demand promissory note payable by Borrower to Xxx X. Xxxxxxxxxx with a stated
interest rate of eight and one-half percent (8.5%) per annum, and secured by a
first lien on the Borrower's Houston, Texas facility and the equipment located
at such facility, excluding any newly acquired Collateral at the facility that
is financed with a Term Loan and encumbered by an Instrument of Security in
favor of Lender. Beginning March 1, 1997, such convertible note becomes
payable on demand and may be redeemed by the Borrower for face value. A
maximum amount of $750,000.00 may be converted to common stock at any time
prior to March 1, 1997.
"Permitted Debt" also means (a) the Loan; (b) up to TWO HUNDRED FIFTY THOUSAND
AND NO/100 DOLLARS ($250,000.00) incurred by Borrower during each calendar year
consisting of capital leasing obligations; (c) up to TWO HUNDRED FIFTY THOUSAND
AND NO/100 DOLLARS ($250,000.00) of debt incurred by Borrower during each
calendar year with alternative lenders for capital expenditures; (d) trade
payables and operating expenses incurred by Borrower in the ordinary course of
business; (e) debt in existence on the date of this Agreement and disclosed in
Borrower's financial statement furnished to Lender; (f) other debt to which
Lender consents in writing from time to time; and (g) any extensions, renewals,
replacements, modifications, and refundings of any of the foregoing debt.
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(i) "Permitted Liens" means
(i) liens securing the Loan;
(ii) liens currently securing the Permitted Debt
in favor of Xxx X. Xxxxxxxxxx described under "Permitted Debt", except such
liens shall be subordinate to the Instruments of Security in favor of Lender as
to the Collateral encumbered thereby;
(iii) (1) liens for taxes, assessments, and other
similar governmental charges that are not yet delinquent or where the validity
of which are being contested in good faith by appropriate proceedings and as
required by applicable law as permitted herein;
(2) deposits under workers'
compensation, unemployment insurance, and social security laws, or to secure
the performance of bids, tenders, contracts (other than for the payment of
borrowed money), or leases, or to secure statutory obligations or surety or
appeal bonds, or to secure indemnity performance or other similar bonds, made
in the ordinary course of business;
(3) liens imposed by law, such as
carriers', warehousemen's or mechanics' liens, incurred in the ordinary course
of business;
(4) easements, rights-of-way,
restrictions, and other similar encumbrances incurred in the ordinary course of
business that do not in the aggregate materially detract from the value of the
property subject thereto or materially interfere with the ordinary conduct of
the business of Borrower;
(5) any attachment, judgment, or similar
Lien, unless the writ or judgment or other process it secures shall not, within
thirty (30) days after the entry thereof, have been discharged or execution
thereof stayed pending appeal, or shall not have been discharged within thirty
(30) days after the expiration of any such stay; and
(6) liens of landlords or of mortgagees
of landlords, arising solely by operation of law, on fixtures and moveable
property located on premises leased in the ordinary course of business,
provided that the rental payments secured thereby are not yet delinquent.
(iv) liens on particular equipment (and related
intangibles) that is subject to Permitted Debt consisting of obligations or
capital leasing obligations; and
(v) such other liens to which Lender consents in
writing from time to time in its sole and absolute discretion.
(j) "Revolving Loan" means the revolving line of credit
portion of the Loan (and includes any portion of the Loan that is not Term
Debt).
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(k) "Senior Debt" means loans or debt securities that
have claims prior to junior obligations and equity on Borrower's assets in the
event of liquidation. Senior Debt, as the term is used under generally
accepted accounting principles, consistently applied, includes funds borrowed
from banks, insurance companies, or other financial institutions, as well as
notes, bonds or debentures not expressly defined as junior or subordinated.
(l) "Subordinated Debt" means any and all existing or
future loans or other indebtednesses owed by the Borrower to shareholders,
officers, or directors of the Borrower, excluding the Permitted Debt.
(m) "Tangible Net Worth" means the total of all assets
appearing on a balance sheet prepared in accordance with generally accepted
accounting principles for the Borrower after deducting therefrom (without
duplication or deductions):
(i) Any write-up in the book carrying value of
any asset resulting from a re-evaluation thereof;
(ii) All reserves, including, but not limited to,
reserves for liabilities, fixed or contingent, deferred income taxes,
obsolescence, depletion, insurance and inventory valuation, which are not
deducted from assets;
(iii) The amount, if any, at which shares of stock
of the Borrower appears as an asset;
(iv) All indebtedness of the Borrower; and
(v) All goodwill, research and development, and
other intangible items of any kind appearing on the asset side of such balance
sheet.
(n) "Term Debt" means that component of the Loan that
constitutes Term Loans.
(o) "Term Loans" means the individual advances of
proceeds of the Loan disbursed from time to time as term loans in accordance
with Section 2.2.
ARTICLE II - LOAN
2.1 Revolving Loan.
(a) Subject to the terms and conditions of this
Agreement, provided no Event of Default exists, Lender shall loan to Borrower,
when requested by Borrower, Revolving Loans aggregating up to an amount equal
to $15,000,000.00 less the total of the principal balances outstanding as
Revolving Loans and Term Debt. Within these limits, and subject to the
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limitations of this Agreement, Borrower may borrow, make payments, and reborrow
under this Agreement. Borrower's obligation to repay the Revolving Loan will
be evidenced by the Note.
(b) The principal amount of the Revolving Loan
outstanding from time to time hereunder shall bear interest at the rate of
interest as set forth in the Note. Accrued interest and principal outstanding
from time to time under the Note shall be repaid in the manner set forth in the
Note.
2.2 Term Loans.
(a) Subject to the terms and conditions of this Agreement
and provided that no Event of Default exists, Lender agrees to make available
to Borrower on a term basis, when requested from time to time in accordance
with this section, Term Loans in principal amounts aggregating up to
$5,000,000.00. Borrower's obligation to repay the Term Loans will be
evidenced by the Note.
(b) Each Term Loan shall be payable by Borrower pursuant
to an amortization schedule of up to five years, established by Lender at its
discretion and documented by Lender in a written confirmation setting forth the
Loan amount, advance date, and amortization schedule. The terms of the
confirmation letter will be deemed correct in the absence of manifest error,
and at Lender's request, Borrower shall execute additional promissory notes or
other acknowledgment of the Loan terms.
(c) Each Term Loan shall bear interest at the rate set
forth in the Note.
(d) Borrower shall pay principal on each Term Loan in
equal monthly installments during the relevant amortization period on the fifth
(5th) day of each month beginning on the fifth (5th) of the first month
following the funding of the Loan, and pay interest monthly in arrears on the
outstanding balance of each Term Loan. Borrower shall repay on the fifth (5th)
day of the last month of the amortization period all outstanding principal and
accrued interest with respect to the Term Loan not previously paid.
(e) The maximum amount of any Term Loan will be 100% of
Borrower's confirmed cost of making the acquisition that is financed by the
Term Loan, less "soft costs," as determined by the Lender for Equipment
purchased, including taxes and delivery and set-up charges.
(f) To request a Term Loan, Borrower shall submit to
Lender a written borrowing request that includes the following information:
(i) a description of the Equipment to be acquired, (ii) the cost of the
acquisition and invoices or equivalent information substantiating the purchase,
(iii) when the acquisition will occur, (iv) the proposed amount of the Term
Loan to finance the acquisition, and (v) any other information requested by
Lender regarding the Term Loan or the proposed Collateral. Each Term Loan will
be subject to Lender's prior written approval of the proposed terms, including
the Collateral and the relationship between the amount of the Loan and
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the Collateral value. Borrower shall not request and Lender shall not be
required to consider any request for a Term Loan if such request would cause
the principal balance of the Loan to exceed $15,000,000.00 or the principal
balance of all Term Loans to exceed $5,000,000.00.
(g) Before any advance is made of proceeds of a Term
Loan, Borrower must have delivered to Lender (i) a UCC-1 financing statement
describing the Equipment constituting Collateral for filing in the appropriate
place in the jurisdiction in which the Collateral will be located, (ii) a
UCC-11 search of Borrower that confirms the absence of a lien on the Equipment
constituting Collateral for the Term Loan, (iii) evidence satisfactory to
Lender that the Borrower's status is active and the Term Loan transaction has
been authorized, and (iv) if appropriate for the jurisdiction and requested by
Lender, a landlord waiver of lien with respect to the Collateral. The
Equipment purchased shall be free and clear of all liens, security interests
and encumbrances, except (i) that which shall be in favor of Lender by virtue
of the Instruments of Security in favor of Lender, and (ii) the lien described
in Section 1.3(i)(ii) above so long as it is located at the Houston, Texas
facility and remains subordinate to the Instruments of Security.
2.3 Terms Governing All Loans.
(a) Borrower shall execute and deliver to Lender one
promissory note (the "Note") in the face amount of the Loan, payable to the
order of Lender, evidencing Borrower's obligation to repay the Loan.
(b) The applicable interest on the Revolving Loan and any
Term Loans shall be at the rate of interest as set forth in the Note.
(c) Borrower shall make all payments of interest and
principal under the Note without setoff or counterclaim, and in such coin or
currency of the United States of America that at the time of payment is legal
tender for the payment of public and private debt. Payments made after
2:00 p.m. St. Petersburg, Florida, time may be credited on the next banking day.
(d) Each borrowing under a Loan shall be effected by
crediting the amount thereof to the regular checking account of Borrower
maintained with Lender or with another bank approved by Lender.
(e) If the aggregate outstanding principal amount of the
Term Loan and the Revolving Loan at any time exceeds $15,000,000.00 or if the
aggregate outstanding balance of all Term Loans exceeds $5,000,000.00, Borrower
shall immediately pay to Lender such excess as a reduction of the principal
amount of the Loan. Borrower may request, and Lender may be willing in its
sole and absolute discretion, to make advances in excess of such maximum
principal amounts. All advances in excess of the maximum principal amount
shall be payable on demand and bear interest as provided in this Agreement for
the Loan generally.
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(f) As a condition to any advance made under the Loan,
all of the warranties and representations contained in this Agreement, as to
the date hereof, shall then be true and correct, and no default beyond the
applicable curative period shall exist thereunder.
2.4 Use of Proceeds. Borrower shall use the proceeds of the
Revolving Loan to provide working capital support. Borrower shall use the
proceeds of each Term Loan to acquire the Equipment specified in its loan
request.
2.5 Loan Fees. In addition to the loan commitment fee which has
been or is being paid by Borrower to Lender at closing of the Loan on the date
hereof, in the amount of THIRTY-TWO THOUSAND FIVE HUNDRED AND NO/100 DOLLARS
($32,500.00), Borrower shall pay the following Loan fees to Lender, promptly
when due, during the term of the Loans:
(a) Unused Fee. The Borrower shall promptly pay to the
Lender at the end of each calendar quarter during the term of the Loan, in
arrears, a loan fee of one-quarter of one percent (1/4%) per annum (the "Line
of Credit Unused Loan Fee"), of the average undisbursed Loan proceeds at the
end of each calendar quarter (the "Line of Credit Principal Unused Loan
Amount"), which is calculated as follows: The face amount of the Note for each
month during the calendar quarter, less the amount of Loan outstanding from
time to time during such month during each calendar quarter, averaged on a
daily basis for each month, which three (3) months averaged Line of Credit
Principal Unused Loan Amount shall be added together and divided by three, and
which sum equals the Line of Credit Unused Loan Fee Amount times .0025 divided
by 4 (applicable quarter) equals the Loan Fee.
In hypothetical example only, the Line of Credit Principal Unused Loan Fee that
would be due by Borrower to Lender during a calendar quarter consisting of the
months of January, February and March, in example, is calculated as follows:
1. Month of January:
$15,000,000.00 (Face Amount of Note)
$ 2,000,000.00 (Less average daily disbursed principal amount)
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$13,000,000.00 (Line of Credit Principal Unused Loan Amount for Month of January)
2. Month of February:
$15,000,000.00 (Face Amount of Note)
$ 5,000,000.00 (Less average daily disbursed principal amount)
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$10,000,000.00 (Line of Credit Principal Unused Loan Amount for Month of February)
3. Month of March:
$15,000,000.00 (Face Amount of Note)
$ 4,000,000.00 (Less average daily disbursed principal amount)
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$11,000,000.00 (Line of Credit Principal Unused Loan Amount for Month of
March)
4. Total of: $13,000,000.00
$10,000,000.00
$11,000,000.00
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$34,000,000.00
5. $34,000,000.00 divided by 3 equals $11,333,333.33 the
averaged Line of Credit Principal Unused Loan Amount
for the applicable period.
6. $11,333,333.33 x .0025 = $28,833.33
7. $28,833.33 divided by 4 (per annum) = $7,083.33,
which is the quarterly Line of Credit Principal
Unused Loan Fee.
(b) Term Loan Advance Fees. The Borrower shall promptly
pay to Lender at the time of Lender's making of each Term Loan a Term Loan
advance fee equal to one-quarter of one percent (1/4%) per annum of the
principal amount of each Term Loan.
ARTICLE III - ADDITIONAL LOAN PROVISIONS
3.1 Financial and Operational Disclosures as to the Loans.
(a) The Borrowers shall furnish to Lender on the
forty-fifth (45th) day following the end of each calendar quarterly period
during the term of any of the Loans the information and analysis indicating the
compliance by Borrower with the financial requirements of this Agreement in the
form set forth in Exhibit "A", or in such other form acceptable to Lender, in
its sole discretion.
(b) No later than ninety (90) days following the end of
each calendar or fiscal year end of Borrower, whichever is appropriate, during
the term of the Loans, the Borrower shall provide to Lender its audited
financial statements, prepared on a consolidating and consolidated basis, that
are prepared by a certified public accountant acceptable to the Lender in its
sole discretion, and reflecting its operations, including without limitation, a
balance sheet, profit and loss statement and statement of cash flows, with
supporting schedules and a 10-K report as filed with the Securities and
Exchange Commission.
(c) No later than forty-five (45) days following the end
of each calendar quarter during the term of the Loans, the Borrower shall
provide to Lender its unaudited internally prepared quarterly comparative
financial statements, including without limitation, a balance sheet,
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profit and loss statement, and statement of cash flows, with supporting
schedules and a 10-Q report, as filed with the Securities and Exchange
Commission.
(d) The Borrower shall provide to the Lender during the
term of the Loans photocopies of the Borrower's annual corporate tax returns,
as appropriate, that is submitted to the Internal Revenue Service (the "IRS"),
together with all supporting documentation therefor, no later than ten (10)
days of the submission of the same to the IRS.
All of the foregoing reports must be provided timely by Borrower to Lender in a
form and content acceptable to Lender in its sole discretion. Additionally,
Borrower shall furnish such additional information as Lender shall request from
time to time in its sole discretion.
3.2 Financial Covenants. In addition to the financial
reporting and requirements set forth above, the Borrower hereby agrees to the
following financial covenants at all times during the terms of the Loans:
(a) Borrower shall maintain a minimum Tangible
Net Worth as follows:
(i) From the date of closing through
December 30, 1996, measured quarterly, Borrower shall achieve and maintain a
minimum Tangible Net Worth of the Borrower of not less than $18,750,000.00;
(ii) As of December 31, 1996, and
measured quarterly through December 30, 1997, Borrower shall achieve and
maintain a minimum Tangible Net Worth of not less than $19,245,000.00;
(iii) As of December 31, 1997, and
measured quarterly through December 30, 1998, Borrower shall achieve and
maintain a minimum Tangible Net Worth of not less than $20,745,000.00; and
(iv) As of December 31, 1998, and
measured quarterly thereafter, Borrower shall achieve and maintain a minimum
Tangible Net Worth of not less than $23,745,000.00.
(b) Borrower shall comply with the following
covenants with respect to Senior Debt/EBITDA:
(i) Beginning December 31, 1996, and
measured quarterly during the calendar year 1997, Senior Debt at quarter end
shall not exceed 3.0 times EBITDA for the most recent twelve month period.
(ii) Beginning December 31, 1997, and
measured quarterly during the calendar year 1998, Senior Debt at quarter end
shall not exceed 2.75 times EBITDA for the most recent twelve month period.
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(iii) Beginning December 31, 1998, and
measured quarterly during the calendar year 1999, Senior Debt at quarter end
shall not exceed 2.5 times EBITDA for the most recent twelve month period.
Failure of the Borrower to achieve or maintain any of the aforementioned
financial covenants within the time periods indicated shall constitute a
default under the Loan and the Loan Documents, and shall entitle Lender to
immediately accelerate the same, without further notice, grace or curative
period (notwithstanding anything contained herein or in the Loan Documents to
the contrary).
ARTICLE IV - USURY
It is not the intention of the parties hereto to make any agreement
which shall be violative of the laws of the State of Florida relating to usury.
In no event shall Borrower or Lender accept or charge any interest which,
together with any other charges upon the principal or any portion thereof,
howsoever computed, shall exceed the maximum legal rate of interest allowable
under the laws of the State of Florida. Should any provisions of this
Agreement or any existing or further Note, Loan Agreements or any other
agreements between the parties be construed to require the payment of interest
which, together with any other charges upon the principal, or any portion
thereof, exceeds such maximum legal rate of interest, then any such excess
shall be and is hereby expressly waived, and shall be credited to the
outstanding principal balance.
ARTICLE V - REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Lender as follows:
5.1 Organization, Standing, Corporate Power. Borrower is a
corporation duly formed, validly existing and in good standing under the laws
of the State of Florida. The Borrower has appropriate power and authority to
own its properties and to carry on its businesses as now being conducted, and
the Borrower has appropriate power and authority to execute and perform this
Agreement and to deliver the Note, and all other documents, instruments and
agreements provided for herein.
5.2 This Agreement. The execution and performance by the Borrower
of this Agreement, the borrowing hereunder, and the execution and delivery of
the Note and all other documents, instruments and agreements provided for
herein (a) have been duly authorized by all requisite corporate action; (b)
will not violate any provision of law or of the respective charter documents as
amended to the date hereof of Borrower; and (c) will not violate or be in
conflict with, result in a breach of, or constitute a default under any
indenture, agreement and other instrument to which the Borrower is a party or
by which it or any of its properties are bound, or any order, writ, injunction
or decree of any court or governmental institution.
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5.3 Litigation. There are no actions, suits or proceedings
pending, or to the knowledge of the Borrower, threatened against or adversely
affecting the Borrower at law or in equity or before or by any federal agency
or instrumentality, domestic or foreign, which involve any of the transactions
herein contemplated or the possibility of any judgment or liability which might
reasonably be expected to result in any material and adverse change in the
business, operations, property or assets, or in the condition, financial or
otherwise, of the Borrower. The Borrower is not in default with respect to any
judgment, order, writ, injunction, decree, rule or regulation of any court, or
federal, state, municipal or other governmental department.
5.4 Financial Statements. The Borrower has heretofore furnished
to the Lender balance sheets, annual statements, and other financial
information which are, to the best of its knowledge, correct and complete and
accurately present the financial condition and the results of the operation of
the Borrower as of the dates thereof. Since the date of the last furnishing of
said financial statements, there has been no material adverse change in the
financial condition of the Borrower.
5.5 Taxes. The Borrower has filed or caused to be filed all
federal and state tax returns which, to the knowledge of the officers thereof,
are required to be filed, and has paid or caused to be paid all taxes as shown
on said returns or on any assessment received by it and not being contested in
good faith, to the extent that such taxes have become due.
5.6 Other Instruments. Except as reflected on the financial
statements, the Borrowers are not a party to any agreement or instrument or
subject to any charter or other restrictions adversely affecting its business,
properties or assets, operations or condition, financial or otherwise.
5.7 Property and Assets. The Borrower has good and marketable
title to all the property and assets reflected on the most recent financial
statement furnished to the Lender, except such as have been disposed of in the
ordinary course of business since the date of said financial statement and all
such property and assets are free and clear of mortgages, pledges, liens,
charges or other encumbrances, except as are reflected on the financial
statements or as permitted by this Agreement.
5.8 Regulation U. No part of the proceeds of any Loans hereunder
will be used to purchase or carry, or to reduce or retire any loan incurred to
purchase or carry, any margin stocks (within the meaning of Regulation U of the
Board of Governors of the Federal Reserve System) or to extend credit to others
for the purpose of purchasing or carrying any such margin stocks. The Borrower
is not engaged in the business of extending credit, nor is one of the
Borrower's important activities extending of credit, for the purpose of
purchasing or carrying such margin stocks. If requested by the Lender, the
Borrower shall furnish to the Lender in connection with any loan hereunder a
statement in conformity with the requirements of Federal Reserve Form U-1
referred to in said regulation.
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ARTICLE VI - CONDITIONS PRECEDENT
The obligation of the Lender to make the Loan hereunder is subject to
the following conditions precedent:
Condition to Disbursement. The obligation of the Lender to make any
loan or any disbursement under a Loan hereunder shall be subject to the
following conditions precedent:
(a) Representations and Warranties. In order to induce the Lender
to enter into this Agreement and to make the Loan or any Term Loans herein
provided for and disbursements thereunder, the Borrower represents and warrants
to the Lender that on the date of each borrowing or disbursement hereunder, the
representations and warranties set forth in this Agreement shall be true and
correct on and as of the date of such borrowing or disbursement, with the same
force and effect as though such representations and warranties had been made on
and as of such date.
(b) No Default. At the time of each borrowing or disbursement
hereunder, the Borrower has observed and performed all of the terms, conditions
and agreements set forth herein on its part to be observed or performed and no
Event of Default specified below, nor any event which, upon notice or lapse of
time or both, would constitute such an Event of Default, shall have occurred
and be continuing.
(c) Officer's Certificate. At the end of each calendar quarter,
the Borrower shall deliver to the Lender a certificate signed by the Treasurer
or Controller of the Borrower dated such date confirming that: to his
knowledge, no default exists hereunder, and no event which would become an
Event of Default upon notice or lapse of time or both has occurred and is then
continuing; there is no litigation or proceeding pending or, to his knowledge,
threatened against or affecting the Borrower, the result of which might
reasonably be expected to materially adversely affect the financial condition,
business or operations of the Borrower; and there has been no materially
adverse change in the financial condition of the Borrower since the date of the
latest financial statement of Borrower submitted to the Lender.
(d) Financial Statements. All financial statements, information
and other data furnished by the Borrower to the Lender in connection with the
Borrower's application for credit hereunder are, in all material respects,
accurate and correct; the financial statements have been prepared in accordance
with generally accepted accounting practices and accurately represent the
financial condition of the Borrower, except as approved by the Lender and
disclosed therein; no materially adverse changes have occurred since the date
of said statements; and no liabilities, contingent or otherwise, not shown on
said financial statements exist.
(e) Liens and Encumbrances. The properties and assets of the
Borrower, real, personal and mixed, are not subject to any liens or
encumbrances or outstanding financing statements, whether filed or unfiled,
except for liens for taxes not yet due and liens or encumbrances on personal or
real property as reflected in the Borrower's audited financial statements and
except for
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those liens and encumbrances on properties acquired subsequent to said
statement or permitted by this Agreement elsewhere herein.
(f) Litigation. There are no actions, suits, proceedings or
claims pending or threatened against or affecting the Borrower, the result of
which might reasonably be expected to materially adversely affect the financial
condition, business or operations of the Borrower.
(g) Authority. This Agreement and the Note provided for herein
are valid and binding obligations of the Borrower.
ARTICLE VII - AFFIRMATIVE COVENANTS
The Borrower covenants and agrees with the Lender that from the date
hereof and so long as any sums are outstanding or may be borrowed hereunder,
unless the Lender shall otherwise consent in writing delivered to the Borrower,
it will:
7.1 Entity Existence. Do or cause to be done all things necessary
to preserve, renew and keep in full force and effect their respective entity
existence, and all its rights, licenses, permits and franchises required at the
date hereof, or which may be required in the future conduct of their
businesses, and comply with all laws and regulations applicable to them that
materially affect the Borrower, and conduct and operate their businesses in the
same lines and in substantially the same manner in which presently conducted
and operated (subject to changes in the ordinary course of business), and at
all times maintain, preserve and protect all property used and useful in the
conduct of its businesses, and maintain same in good working order and
condition.
7.2 Insurance. Keep its insurable properties adequately insured
at all times by financially sound and reputable insurers, and maintain such
other insurance to such extent and against such risks, including liability
insurance, fire, windstorm, and other risks insured against by extended
coverage as Lender shall require in its reasonable discretion. Borrower will
furnish Lender with a copy of such insurance policies containing an endorsement
in favor of Lender as loss payee as its interest may appear.
7.3 Obligations and Taxes. Pay all indebtedness and obligations
promptly and in accordance with normal terms, and pay and discharge promptly
all taxes, assessments and governmental charges or levies imposed upon them or
in respect of its properties, before the same shall become in default, as well
as all lawful claims for labor, materials and supplies or otherwise which, if
unpaid, might become a lien or charge upon such properties or any part thereof;
provided, however, that the Borrower shall not be required to pay and discharge
or cause to be paid and discharged any such tax assessment, charge, levy or
claim so long as the validity thereof shall be contested in good faith by
appropriate proceedings and the Borrower shall set aside on its books adequate
reserves with respect to any such tax, assessment, charge, levy or claim so
contested.
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7.4 Notice of Litigation. Furnish to Lender within ten (10) days
after service of process or equivalent notice, written notice of any material
litigation, including arbitrations and of any material proceeding by or before
any governmental agency.
7.5 Notice of Default. The Borrower will give prompt written
notice to Lender of all events of default under any of the terms and provisions
of this Agreement, the Note, or of any other agreement, contract, indenture,
document or instrument entered, or to be entered into by it; if applicable,
changes in management, litigation, and of any other matter which has resulted
in, involving more than $100,000.00, a materially adverse change in its
financial condition or operation; and immediately provide Lender with a copy of
its reports filed with the Securities and Exchange Commission.
7.6 Records. The Borrower will keep and maintain full and
accurate accounts and records of its operations according to generally accepted
accounting principles and practices, and will permit Lender and its designated
officers, employees, agents and representatives to have access thereto and to
make examination thereof at all reasonable times, to make audits, and to
inspect and otherwise check its properties, real, personal and mixed. Unless
Borrower is in Default or Lender otherwise has reasonable cause to do so,
Lender will not exercise its right to gain access to the business premises of
Borrower more than one time in a calendar quarter. Lender shall provide
Borrower with at least 48 hours advance notice of any visit to Borrower's
premises.
7.7 Execution of Other Documents. The Borrower will promptly,
upon demand by Lender, execute all such additional agreements, contracts,
indentures, documents and instruments in connection with this Agreement as
Lender, in its sole discretion, may reasonably deem necessary.
7.8 Subordinated Debt. There is no existing debt of the Borrower
which shall be deemed Subordinated Debt, except for the Permitted Debt, which
is not being subordinated. Any and all existing or future loans or other
indebtednesses owed to shareholders, officers, or directors of the Borrower
shall be subject, subordinate and inferior to the interest of the Lender in the
Loans and the Loan Documents, except as to the Permitted Debt. Such
subordination shall be evidenced by a Subordination of Indebtedness Agreement
executed by the appropriate parties as to all Subordinated Debt existing on the
date hereof, in form and substance acceptable to the Lender in its sole
discretion. The Borrower shall cause a like Subordination of Debt to be
immediately executed by the appropriate parties as to any future Subordinated
Debt.
7.9 Depository Account. Borrower will maintain its primary
depository account with the Lender at all times during the term of the Loans.
7.10 Landlords' Waivers. The Borrower shall promptly furnish to
the Lender during the term of the Loans a photocopy of any written leases
entered into by it for the leasing of real property upon which to conduct its
business operations, which the Lender may require, in its reasonable
discretion. Upon the Lender's request, the Borrower shall use reasonable
efforts to
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cause the execution by the landlord of such property of a Landlord's Waiver in
favor of the Lender, wherein the landlord waives its landlord's right in favor
of the Lender as to any personal property of the Borrower located on such
premises that is subject to a security interest in favor of Lender. Such
Landlord's Waiver shall be in form and content acceptable to the Lender in its
reasonable discretion.
7.11 Additional Security. To secure each Term Loan, Borrower
grants to the Lender a first purchase money security interest in the particular
equipment that Borrower acquires with the proceeds of each Term Loan (the
"Collateral"). Lender's security interest in each item of Collateral will
secure only the Term Loan that funded its purchase. The Lender will receive
this security interest in purchased equipment automatically without any further
action by the Lender when the Lender makes the advance that funds the
applicable equipment xxxxxxxx.Xx reflected in this Agreement, the security
interest of the Lender in the Collateral will be perfected by the filing of the
UCC-1 Financing Statements in the state in which the Collateral is located.
During the term of a Term Loan, the Lender may require that the
Lender's security interest in the Collateral located in other states be
perfected as security for such Term Loan. If so required by the Lender, in its
sole and absolute discretion, during the term of such a Term Loan, the Borrower
will execute and deliver additional UCC-1 Financing Statements or other
instrument as required by the state in which such UCC-1 Financing Statement or
other instrument will be filed or recorded, to the Lender for filing in other
states, and in such event, the Borrower will pay the costs of preparation,
filing and recording such additional UCC-1 Financing Statements. The proper
form of UCC-1 Financing Statement or other instrument required by the state in
which the new Collateral will be located shall be provided by Borrower to
Lender, at Borrower's sole cost and expense. Further, Borrower shall provide,
at its expense, to the Lender, if so required by the Lender, in its sole and
absolute discretion, appropriate UCC searches and retrievals in such other
states to reflect the Lender as having a first security interest in those
states as to the Collateral. Simultaneously with the execution and delivery by
Borrower to Lender of a UCC-1 Financing Statement or other instrument as
required for each new Collateral, the Borrower shall provide to Lender, at its
sole expense, an executed Landlord Waiver and Opinion of Counsel in favor of
Lender. Borrower will not be required to execute a UCC-1 Financing Statement
for any purpose other than perfecting the Lender's security interest in
Collateral (Equipment purchased with Term Loan proceeds).
ARTICLE VIII - NEGATIVE COVENANTS
The Borrower covenants and agrees with Lender that from the date
hereof and so long as any sums are outstanding or may be borrowed under the
Loans, unless the Lender shall otherwise consent in writing delivered to the
Borrower, it will not:
8.1. Indebtedness. Create or incur any current debt except in the
regular course of business for goods and services and will not incur, create,
assume or permit to exist any indebtedness or liability for borrowed money or
any indebtedness evidenced by notes, bonds, debentures or similar obligations,
contingent or direct, if giving effect to such additional debt on a
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pro forma basis causes the aggregate amount of Borrower's debt, except for the
Note evidencing the Loan in favor of Lender, and except for the Permitted Debt,
to exceed $50,000.00.
8.2 Notes, Accounts. Sell, discount or otherwise dispose of
notes, accounts or other rights to receive payments, with or without recourse,
except for collection in the ordinary course of business.
8.3 Disposal of Property; Merger. Sell, lease, transfer or
otherwise dispose of its properties and assets having a historical cost of
$100,000.00 or more, whether now owned or hereafter acquired, except in the
ordinary course of business; or consolidate with or merge into any other
corporation, or acquire all or substantially all the assets of any other
person, firm or corporation.
8.4 Loans. Make any loans to any person, firm or corporation, or
become a guarantor or surety, nor pledge its credit in any manner, directly or
indirectly, which in the aggregate would exceed $50,000.00, except in the
ordinary course of business for business travel and expense advances.
8.5 Payments to Shareholders. Declare or pay any cash payments
with respect to stock to Borrowers' shareholders by way of dividends,
repurchases, or retirement of stock, or otherwise.
8.6 Liens. Incur, create, assume or permit to exist any mortgage,
pledge, lien, charge, security deed, deed of trust, or other encumbrance of any
nature whatsoever on any property or assets now owned or hereafter acquired by
the Borrower, except the Permitted Liens. Further, Borrower shall not permit
the entry of any monetary judgment or the assessment against, the filing of any
tax lien against, or the issuance of any writ of garnishment or attachment
against any property of or debts due Borrower in an amount in excess of
$50,000.00 and that is not discharged or execution is not stayed within thirty
(30) days of entry.
8.7 Sale and Leaseback. The Borrower will not enter into any sale
and leaseback agreement with respect to any of Borrower's fixed assets.
8.8 Default Under Other Agreements or Contracts. The Borrower
will not commit to do or fail to commit to do, any act or thing which would
constitute an Event of Default under any of the terms or provisions of any
other agreement, mortgage, contract, indenture, document or instrument executed
by it involving more than $100,000.00, except those that may be contested in
good faith, and would not, if settled unfavorably, materially and adversely
affect the financial condition of the Borrower.
8.9 Prepayments. Except in the ordinary course of business, make
any prepayments on any of its debts and obligations, including any notes,
leases, contracts and salaries, except for payments to trade creditors made in
order to take advantage of cash discounts and except for the prepayment of any
indebtedness owed by Borrower to Lender.
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8.10 Compliance with Law Generally. Be in violation of any law,
ordinance, governmental rules or regulations to which Borrower is subject, or
fail to obtain any licenses, permits, franchises or other governmental
authorizations necessary to the ownership of the properties of Borrower or to
the conduct of its businesses, which violation or failure to obtain might
reasonably be expected to materially adversely affect the business, properties,
results of operation, or condition (financial or otherwise) of Borrower.
8.11 Fiscal Year. Change Borrower's fiscal year end at any time
during the term of the Loans without the consent of Lender, in its sole
discretion.
8.12 Investments. Purchase any stock, securities, or evidence of
indebtedness of any other person or entity except investments in direct
obligations of the United States Government and its agencies, certificates of
deposit of United States commercial banks having a tier 1 capital ratio of not
less than six percent (6%) and then in an amount not exceeding ten percent
(10%) of the issuing bank's unimpaired capital and surplus, daily accessible,
non-price fluctuating money market funds, commercial paper rated at least A1
(Standard & Poor's) P1 (Moody's), and letter of credit enhanced variable rate
demand notes rated at least A1 (Standard & Poor's) PI (Moody's).
ARTICLE IX - DEFAULTS AND REMEDIES
9.1 Events of Default. If any one or more of the following events
(herein called "Events of Default") shall occur for any reason whatsoever (and
whether such occurrences shall be voluntary or involuntary, or come about or be
effected by operation of law or pursuant to or in compliance with any judgment,
decree or order of any court, or any order, rule or regulation of any
administrative or governmental body), then Lender shall be entitled to the
remedies set forth in Section 11.2 of this Agreement. The Events of Default
shall include, but not be limited to, the following:
(a) Any representation or warranty made herein or in any
report, certificate, financial statement or other instrument furnished in
connection with this Agreement, or the borrowing hereunder shall prove to be
false or misleading in any material respect when made;
(b) Default shall occur in the payment of interest or
principal on any indebtedness referred to herein, including the Note, within
five (5) days after the same shall become due and payable, whether at the due
date thereof or by acceleration or otherwise, or failure of the Borrower to
make payment of principal or interest on any other obligation for borrowed
money in excess of $100,000.00 beyond any period of grace provided with respect
thereto, or in the performance of any other agreement, term or condition
contained in any agreement under which any such obligation is created, if the
effect of such default is to cause or permit the holder or holders of such
obligation to accelerate the maturity thereof, except for obligations that
Borrower is contesting in good faith;
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(c) Any default shall occur in the due observance or
performance of any covenant, agreement or other provision of this Agreement or
the Instruments of Security referred to above other than for the payment of
money, and such default continues unremedied for a period of thirty (30) days
after notice from Lender;
(d) The Borrower shall: (i) apply for or consent to the
appointment of a receiver, trustee in bankruptcy for benefit of creditors, or
liquidator of it or any of its property; (ii) admit in writing its inability to
pay its debts as they mature; (iii) make a general assignment for the benefit
of creditors; (iv) be adjudicated a bankrupt or insolvent; (v) file a voluntary
petition in bankruptcy, or a petition or an answer seeking reorganization or an
arrangement with creditors, or seeking to take advantage of any bankruptcy,
reorganization, insolvency, readjustment of debt, dissolution or liquidation
law or statute or an answer admitting an act of bankruptcy alleged in a
petition filed against it in any proceeding under any such law; or (vi) take
any action for the purposes of effecting any of the foregoing;
(e) An order, judgment or decree shall be entered against
the Borrower with the application, approval or consent of the Borrower by any
court of competent jurisdiction, approving a petition seeking its
reorganization or appointing a receiver, trustee or liquidator of the Borrower,
or of all or a substantial part of the assets thereof, and such order,
judgement or decree shall continue unstayed and in effect for any period of
sixty (60) days from the date of entry thereof;
(f) Final judgments for the payment of money in excess of
an aggregate of $50,000.00, excluding claims covered by insurance, shall be
rendered against the Borrower and the same shall remain undischarged for a
period of thirty (30) consecutive days during which execution shall not be
effectively stayed, provided that a judgment shall be deemed "final" only when
the time for appeal shall have expired without an appeal having been claimed,
or all appeals and further review claimed to have been determined adversely to
the Borrower; or
(g) Default by the Borrower in the terms and provisions
of any mortgages on its facilities which are not cured within any applicable
grace period.
9.2 Remedy. Upon the occurrence of any such Event of Default
which is not cured within thirty (30) days, Lender may, at its option, declare
all indebtedness of principal and interest due and payable, whereupon the Note
(notwithstanding any provisions hereof) shall be immediately due and payable,
and Lender shall have and may exercise from time to time any and all rights and
remedies available to it under any applicable law; and Borrower shall promptly
pay all costs of Lender of collection of any and all liabilities, and
enforcement of rights hereunder, including reasonable attorney's fees, and
legal expenses of any repairs to any of the Collateral, and expenses of repairs
to any realty or other property to which any of the Collateral may be affixed.
Any notice of sale, disposition or other intended action by Lender sent to
Borrower, at the address of Borrower specified herein or at any other address
shown on the records of the Lender at least ten (10) days prior to such action,
shall constitute reasonable notice to Borrower. Expenses of retaking, holding,
preparing for sale, selling, or the like, shall include Lender's
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reasonable attorney's fees and legal expenses. Upon disposition by Lender of
any property of Borrower in which Lender has a security interest, Borrower
shall be and remain liable for any deficiency, and Lender shall account to
Borrower for any surplus, and to hold the same as a reserve against all or any
liabilities of Borrower to Lender whether or not they, or any of them be then
due, and in such order of application as Lender may, from time to time, elect.
All rights, powers and remedies contained herein or in any other agreement,
instrument or document executed in connection herewith are cumulative. Without
in any way limiting the generality of the foregoing, the Lender shall also have
the following specific rights and remedies:
(a) To take immediate possession of any of the Collateral
securing the Loans, whether now owned or hereafter acquired, without notice,
demand, presentment or resort to legal process, and, for those purposes, to
enter any premises where any of the Collateral is located and remove the
Collateral therefrom or render it unusable.
(b) To require the Borrower to assemble and make the
Collateral available to the Lender at a place to be designated by the Lender
which is also reasonably convenient to the Borrower.
(c) To retain the Collateral in satisfaction of any
unpaid principal or interest on the Loans or sell the Collateral at public or
private sale after giving at least ten (10) days' notice of the time and place
of the sale and with or without having the Collateral physically present at the
place of the sale.
(d) To make any repairs to the Collateral which the
Lender deems necessary or desirable for the purposes of the sale.
(e) To exercise any and all rights of set-off which the
Lender may have against any account, fund, or property of any kind, tangible or
intangible, belonging to the Borrower which shall be in the Lender's possession
or under its control.
(f) To cure such defaults, with the result that all costs
and expenses incurred or paid by the Lender in effecting such cure shall be
additional charges on the Loans which bear interest at the interest rate of the
Loan and are payable upon demand.
The proceeds from any disposition of the Collateral for the Loans shall be used
to satisfy the following items in the order they are listed:
(a) The expenses of taking, removing, storing, repairing,
holding, and selling the Collateral, including any legal costs and attorneys'
fees. If the Note is referred to an attorney for collection, the Borrower
agrees to pay reasonable attorney's fees not to exceed fifteen percent (15%) of
the amount of the outstanding balance of the Note at the time it is referred to
the attorney.
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(b) The expense of liquidating or satisfying any liens,
security interests, or encumbrances on the Collateral which may be prior to the
security interest of the Lender.
(c) Any unpaid fees, accrued interest, and then the
unpaid principal amount of the Loan.
(d) Any other indebtedness of the Borrower to the Lender.
If the proceeds realized from the disposition of the Collateral shall fail to
satisfy any of the foregoing items, the Borrower shall forthwith pay any
deficiency to the Lender upon demand.
ARTICLE X - APPOINTMENT OF A RECEIVER
In case of default beyond the applicable curative period in any of the
terms, covenants and provisions of the Agreement, or upon the institution of
suit to enforce any rights and remedies of Lender hereunder, then Lender shall
immediately and without notice, be entitled as a matter of right to the extent
provided by law, and without regard to the value of the Collateral, or the
solvency or insolvency of the Borrower, to the appointment of a Receiver of all
assets of Borrower, or any of them, with the usual powers of Receivers in such
cases, said Receiver to continue to act for such period of time as the Court
appointing said Receiver may deem just and proper.
ARTICLE XI - MISCELLANEOUS
11.1 Notices. Any notice shall be conclusively deemed to have been
received by the Borrower and be effective on the day on which delivered to the
Borrower at the following address:
Sterile Recoveries, Inc.
00000 X.X. Xxxxxxx 00 Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx
Executive Vice President
Copy to: Xxxxx Xxxxxxxxx & Xxxxxxx, P.A.
Xxxx Xxxxxx Xxx 0000
Xxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Esquire
11.2 Survival of Representations. All covenants, agreements,
representations and warranties made herein and in the certificates delivered
pursuant hereto shall survive the making by Lender of the Loans herein
contemplated and the execution and delivery to Lender of the Note
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evidencing the Loan and shall continue in full force and effect so long as any
indebtedness created hereunder is outstanding and unpaid. All covenants and
agreements by or on behalf of either party which are contained or incorporated
in this Agreement shall bind and inure to the benefit of the successors and
assigns of both parties hereto.
11.3 Effect of Delay. Neither any failure nor any delay on the
part of Lender in exercising any right, power or privilege hereunder or under
the Note shall operate as a waiver thereof, nor shall a single or partial
exercise thereof preclude any other or further exercise or the exercise of any
other right, power or privilege.
11.4 Expenses. The Borrower will pay all out-of-pocket expenses
reasonably incurred by Lender in connection with the preparation of this
Agreement, the borrowings hereunder, and the enforcement of the rights of
Lender in connection with this Agreement, or with the Loans made or the Note
issued hereunder, including but not limited to the fees of and expenses of
counsel for Lender.
11.5 Modification and Waivers. No modification or waiver of any
provision of this Agreement or of the Note nor consent to any departure by the
Borrower therefrom shall in any event be effective unless the same shall be in
writing, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. No notice to or demand
on the Borrower in any case shall thereby entitle the Borrower to any other or
further notice or demand in the same, similar or other circumstances.
11.6 Business Day. Should any installment on the Note become due
and payable on other than a business day of the Lender, the maturity thereof
shall be extended to the next succeeding business day with interest on the
principal amount thereof at the rate set forth herein.
11.7 Remedies Cumulative. Any rights or remedies of the Lender
hereunder or under the Note, or any other security agreement or writing shall
be cumulative and in addition to every other right or remedy contained therein
or herein, whether now existing or hereafter at law or in equity or by statute
or otherwise.
11.8 Binding Agreement. This Agreement shall be binding upon
Borrower and its successors and assigns and the terms hereof shall inure to the
benefit of Lender and its successors and assigns.
11.9 Exhibits. All references to "Exhibits" contained herein are
references to exhibits attached to the Agreement, the terms and conditions of
which are made a part hereof for all purposes, the same as if set forth herein
verbatim.
11.10 Number and Gender of Words. Whenever herein the singular
number is used, the same shall include the plural where appropriate, and words
of any gender shall include each other gender where appropriate.
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11.11 Captions. The captions, headings, and arrangements used in
this Agreement are for convenience only and do not in any way affect, limit,
amplify, or modify the terms and provisions hereof.
11.12 Invalid Provisions. If any provision of this Agreement is
held to be illegal, invalid, or unenforceable under present or future laws
effective during the term of this Agreement, such provision shall be fully
severable; this Agreement shall be construed and enforced as if such illegal,
invalid, or unenforceable provision had never comprised a part.
11.13 Governing Law. All documents executed pursuant to the
transactions contemplated herein, including, without limitation, this Agreement
and each of the Loan Documents, shall be deemed to be contracts made under, and
for all purposes shall be construed in accordance with, the internal laws and
judicial decisions of the State of Florida even though executed outside
thereof; provided that this Section 13.14 shall not affect the applicability
of, and interpretation or construction of, appropriate terms and provisions
under the Uniform Commercial Code of any jurisdiction which govern the security
interests in any of the Collateral. The Borrower hereby submits to the
jurisdiction and venue of the state and federal courts of Florida for the
purposes of resolving disputes hereunder or for the purposes of collection.
11.14 Indemnification. The Borrower hereby agrees to indemnify and
hold Lender harmless from and against any and all loss, damage, cost and
expense, including attorney's fees and costs, that the Lender may incur or
sustain by reason of the assertion of a claim or ruling by a governmental
entity that documentary stamp tax, intangible tax or any penalties or interest
associated therewith must be paid by reason of the execution and delivery of
any of the Note, Loan Documents, or this Agreement, or any subsequent renewals,
modifications, or amendments of the Note, Loan Documents, or this Agreement,
including but not limited to the Term Loans. The Borrower's indemnity under
the foregoing provision will not apply to the extent that the specified loss,
damage, cost, or expense arises from the Lender's moving a Note into the State
of Florida for purposes other than enforcement or requirement by any
governmental authority.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
the day and year first above set forth.
Signed, sealed and delivered FIRST UNION NATIONAL BANK OF
in the presence of: FLORIDA, a national banking association
By:
----------------------------- ------------------------------
SIGNATURE SIGNATURE
----------------------------- ---------------------------------
NAME LEGIBLY PRINTED, NAME LEGIBLY PRINTED,
TYPEWRITTEN OR STAMPED TYPEWRITTEN OR STAMPED
Its President
----------------------------- -------------
SIGNATURE
(CORPORATE SEAL)
-----------------------------
NAME LEGIBLY PRINTED,
TYPEWRITTEN OR STAMPED
As to Lender
STATE OF )
-------------------
COUNTY OF )
-------------------
The foregoing instrument was acknowledged before me this
______ day of ______________, 1996, by ________________________________, the
______ President of FIRST NATIONAL BANK OF FLORIDA, a national banking
association, on behalf of the association.
PERSONALLY KNOWN OR PRODUCED IDENTIFICATION
-------------
TYPE OF IDENTIFICATION PROVIDED
---------------------------------
------------------------------------------
SIGNATURE
------------------------------------------
NAME LEGIBLY PRINTED,
TYPEWRITTEN OR STAMPED
(SEAL) NOTARY PUBLIC
My Commission Expires:
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Signed, sealed and delivered STERILE RECOVERIES, INC.,
in the presence of: a Florida corporation
/s/ [witness] By: /s/ Xxxxxxx X. Xxxxxx, Xx.
----------------------------- ------------------------------
SIGNATURE SIGNATURE
[witness name] Xxxxxxx X. Xxxxxx, Xx.
NAME LEGIBLY PRINTED, NAME LEGIBLY PRINTED,
TYPEWRITTEN OR STAMPED TYPEWRITTEN OR STAMPED
/s/ [witness] Its Executive Vice President
-----------------------------
SIGNATURE
[witness name] (CORPORATE SEAL)
-----------------------------
NAME LEGIBLY PRINTED,
TYPEWRITTEN OR STAMPED
As to Borrower
STATE OF [state name] )
-------------------
COUNTY OF [county name] )
-------------------
The foregoing instrument was acknowledged before me this
15th day of October, 1996, by Xxxxxxx X. Xxxxxx, Xx., the Executive Vice
President of STERILE RECOVERIES, INC., a Florida corporation, on behalf of the
corporation.
PERSONALLY KNOWN OR PRODUCED IDENTIFICATION
-------------
TYPE OF IDENTIFICATION PROVIDED
---------------------------------
/s/ [notary name]
------------------------------------------
SIGNATURE
[notary name]
------------------------------------------
NAME LEGIBLY PRINTED,
TYPEWRITTEN OR STAMPED
(SEAL) NOTARY PUBLIC
My Commission Expires:
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EXHIBIT "A"
$15,000,000.00 COMMERCIAL REVOLVING LINE OF CREDIT
$5,000,000.00 AGGREGATE AMOUNT OF TERM LOANS
QUARTERLY LOAN AGREEMENT COMPLIANCE CERTIFICATION
To: FIRST UNION NATIONAL BANK OF FLORIDA
This shall certify that, for the quarter ending ______________________,
199______, STERILE RECOVERIES, INC., a Florida corporation (the "Borrower"),
will ________________ in compliance with the Loan Agreement.
I. FINANCIAL REPORTING COMPLIANCE
----------
A. Quarterly compliance certification within
forty-five (45) days of quarter end __________
B. Quarterly comparative unaudited
financial statements, with supporting
schedules and a 10-Q report within
forty-five (45) days of quarter end __________
C. Annual audited financial statements, prepared
on consolidating and consolidated basis, with
supporting schedules and a 10-K report
within ninety (90) days following each calendar
or fiscal year end of Borrower __________
ACTUAL COMPLIANCE
--------------------
II. Minimum Tangible Net Worth based on formula
set forth in the Loan Agreement between the parties ________ __________
III. Senior Debt/EBITDA as set forth in Loan Agreement
between parties
IV. No additional debt on pro forma basis causing Borrower's
debt to exceed $50,000.00, except for Permitted Debt
as defined in Loan Agreement between parties. ________ __________
V. No additional loans or advances, except ordinary course of
business travel and expense advances, which total more
than $50,000 in the aggregate ________ __________
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VI. No dividends to stockholders, etc. ________ __________
VII. No change in Borrower's fiscal year ________ __________
VIII. No purchase of stock, securities, etc.
except as set forth in Loan Agreement
between parties. ________ __________
IX. Borrowing under the line of credit has not
exceeded availability as determined by Lender
both as to Line of Credit Principal and Term Debt. ________ __________
DATE: CERTIFIED BY: STERILE RECOVERIES, INC.
-------------------------
By:
--------------------------
Its Authorized Officer
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