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EXHIBIT 10.14
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of November 19, 1997, 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 December 1, 1996, as amended from time to tome ("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 1.1(a) is hereby amended by deleting "December 1, 1997" as
the last day on which Bank will make advances under the Line of Credit, and by
substitution for said date "December 1, 1998," with such change to be effective
upon the execution and delivery to Bank of a promissory note substantially in
the form of Exhibit A attached hereto (which promissory note shall replace and
be deemed the Line of Credit Note defined in and made pursuant to the Credit
Agreement) and all other contracts, instruments and documents required by Bank
to evidence such change.
2. Sections 1.3, 1.4, 1.5 and 1.6 are hereby renumbered as Sections 1.4,
1.5, 1.6 and 1.7 The following is hereby added to the Agreement as new Section
1.3:
"SECTION 1.3 FOREIGN EXCHANGE FACILITY.
(a) Foreign Exchange Facility. Subject to the terms and conditions of
this Agreement, Bank hereby agrees to make available to Borrower a facility (the
"Foreign exchange Facility") under which from time to time up to and including
December 1, 1998, will enter into foreign exchange contracts for the account of
Borrower for the purchase and/or sale by Borrower in United States dollars of
medical devices in Europe and Asia; provided however, that the maximum amount of
all outstanding foreign exchange contracts shall not at any time exceed an
aggregate of Three Million Five Hundred Thousand United States Dollars (US
$3,500,000.00). No foreign exchange contract shall be executed for a term in
excess of twelve (12 months or for a term which extends beyond December 1, 1998.
Borrower shall have a "Delivery Limit" under the Foreign Exchange Facility not
to exceed at any time the aggregate principal amount of Seven Hundred fifty
Thousand United States Dollars (US $750,000.00), which Delivery Limit reflects
the maximum principal amount of Borrower's foreign exchange contracts which may
mature during any one (1) day period. All foreign exchange transactions shall be
subject to the additional terms of a Foreign Exchange Agreement, substantially
in the form of Exhibit C attached hereto ("Foreign Exchange Agreement"), all
terms of which are incorporated herein by this reference.
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(b) Settlement. Each foreign exchange contract under the Foreign
exchange Facility shall be settled on its maturity date by Bank's debit to any
demand deposit account maintained by Borrower with Bank."
3. Sections 4.8(a) and 4.8(b) are hereby deleted in their entirety, and
the following substituted therefore:
"(a) Working Capital not at any time less than $6,000,000.00, with
"Working Capital" defined as total current assets minus total current
liabilities.
(b) Tangible Net Worth not at any time less than $9,000,000.00, with
"Tangible Net worth" defined as the aggregate of total stockholders equity plus
subordinated debt less any intangible assets."
4. 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
meaning when used in this Amendment. This amendment and the Credit Agreement
shall be read together, as one document.
5. 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 conditions, 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.
INVIVO CORPORATION XXXXX FARGO BANK,
NATIONAL ASSOCIATION
Bu: __________________________ By:____________________________
XXXXX X. XXXXXXX XXXX XXXXXXX
PRESIDENT VICE PRESIDENT
By: __________________________
XXXX XXXXX
VICE PRESIDENT, FINANCE
