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EXHIBIT 10.15
SECOND AMENDMENT TO CREDIT AGREEMENT
THE SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of December 1, 1999 by and between INVIVO CORPORATION, a Delaware
corporation ("Borrower"), and XXXXX FARGO BANK, NATIONAL ASSOCIATION ("Bank").
RECITALS
WHEREAS, Borrower is currently indebted to Bank pursuant to the terms
and conditions of that certain Credit Agreement between Borrower and Bank dated
as of October 6, 1998, as amended from time to time ("Credit Agreement").
WHEREAS, Bank and borrower have agreed to certain changes in the terms
and conditions set forth in the Credit Agreement and have agreed to amend the
Credit Agreement to reflect said changes.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree that the Credit Agreement
shall be amended as follows:
1. Section 1.2(a) is hereby deleted in its entirety, and the
following substituted therefor:
"(a) Line of Credit. Subject to the terms and
conditions of this Agreement, Bank hereby agrees to make
advances to Borrower from time to time up to and including
December 1, 2000, not to exceed at any time the aggregate
principal amount of Seven Million Five Hundred Thousand
Dollars ($7,5000,000.00) ("Line of Credit"), the proceeds
of which shall be sued (I) to provide working capital for
Borrower and for Borrower's wholly owned subsidiaries,
Linear Laboratories Corp., Lumidor Safety Corporation,
Sierra Precision and Invivo Research, Inc. (each, a
"Subsidiary" and collectively, the "subsidiaries"), and
(ii) to finance Borrower's repurchase of its stock in
amounts not to exceed an aggregate of One Million Dollars
($1,000,000.00) during the term of the Line of Credit.
Borrower" obligation to repay advances under the Line of
Credit shall be evidenced by a promissory note
substantially in the form of Exhibit A attached hereto
("Line of Credit Note"), all terms of which are
incorporated herein by this reference."
2. Section 1.2(a) is hereby deleted in its entirety, and the
following substituted therefor:
"1.7 GUARANTIES. All indebtedness of
Borrower to Bank shall be guaranteed by each
Subsidiary in the principal amount of Seven Million
Five Hundred Ten thousand Dollars ($7,510,000.00)
each, as evidenced by and subject to the terms of
guaranties in form and substance satisfactory to
Bank".
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3. Section 4.8 (a) and (b) are hereby deleted in their entirety, and
the following substituted therefor:
"(a) Working Capital not at anytime less
than $9,000,000.00, with "Working Capital" defined
as total current assets minus total current
liabilities;
(b) Tangible Net Worth not at any time less
than $25,000,000.00, with "Tangible Net Worth"
defined as the aggregate of total stockholders'
equity plus subordinated debt less any intangible
assets."
4. Section 4.8 (e) is hereby deleted in its entirety, without
substitution.
5. Except as specifically provided herein, all terms and conditions
of the Credit Agreement remain in full force and effect, without
waiver or modification. All terms defined in the Credit Agreement
shall have the same remaining when used in this Amendment. This
Amendment and the Credit agreement shall be read together, as on
document.
6. Borrower hereby remakes all representations and warranties
contained in the Credit Agreement and reaffirms all covenants set
forth therein. Borrower further certifies that as of the date of
this Amendment there exists no Event of Default as defined in the
Credit Agreement, nor any condition, act or event which with the
giving of notice or the passage of time or both would constitute
any such Event of Default.
IN WITNESS WHEREOF, the parties hereto have caused this amendment
to be executed as of the day and year first written above.
XXXXX FARGO BANK,
INVIVO CORPORATION NATIONAL ASSOCIATION
By: _________________________ By: _________________________
Xxxxx X. Xxxxxxx Xxxx Xxxxxx
President Vice President
By: _________________________
Xxxx X. Xxxxx
Vice President-Finance
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