EXHIBIT 10.1
CHANGE IN TERMS AGREEMENT
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Principal Loan Date Maturity Loan No Call/Coll Account Officer Initials
$6,500,000.00 05-01-2008 6-30-2010 0083976-0001 0083976-0001 07738
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References in the boxes above are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.
Any item above containing " * * * " has been omitted due to text length
limitations.
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BORROWER: IRIS INTERNATIONAL, INC. LENDER: CALIFORNIA BANK & TRUST
0000 XXXX XXXXXX XXX XXXXXXX COMMERCIAL Banking
XXXXXXXXXX, XX 00000-0000 000 XXXXX XXXX XXXXXX, XXXXX 000
XXX XXXXXXX, XX 00000
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PRINCIPAL AMOUNT: $6,500,000.00 INITIAL RATE: 5.000%
DATE OF AGREEMENT: MAY 1, 2008
DESCRIPTION OF EXISTING INDEBTEDNESS.
The Business Loan Agreement dated March 24, 2006 and the Promissory Note
dated February 7, 2002, in the original principal amount of $6,500,000.00 as
amended by those certain Change in Terms Agreements dated March 11, 2002,
April 24, 2003, October 8, 2003, May 25, 2004, July 29, 2005 and March 24,
2006, from IRIS International, Inc. to Lender.
DESCRIPTION OF COLLATERAL.
All inventory, equipment, accounts (including but not limited to all
health-care-insurance receivables), chattel paper, instruments (including
but not limited to all promissory notes), letter-of-credit rights, letters
of credit, documents, deposit accounts, investment property, money, other
rights to payment and performance, and general intangibles (including but
not limited to all software and all payment intangibles); all fixtures; all
attachments, accessions, accessories, fittings, increases, tools, parts,
repairs, supplies, and commingled goods relating to the foregoing property,
and all additions, replacements of and substitutions for all or any part of
the foregoing property; all insurance refunds relating to the foregoing
property; all good will relating to the foregoing property; all records and
data and embedded software relating to the foregoing property, and all
equipment, inventory and software to utilize, create, maintain and process
any such records and data on electronic media; and all supporting
obligations relating to the foregoing property; all whether now existing or
hereafter arising, whether now owned or hereafter acquired or whether now or
hereafter subject to any rights in the foregoing property; and all products
and proceeds (including but not limited to all insurance payments) of or
relating to the foregoing property.
DESCRIPTION OF CHANGE IN TERMS.
The Business Loan Agreement dated March 24, 2006, between Borrower and
Lender (as amended, revised, supplemented, extended, renewed or otherwise
modified to date, the Loan Agreement) is hereby amended as follows:
1. The following new section shall be added immediately following the
section entitled "TERM":
ADVANCE AUTHORITY. The following person or persons are authorized to request
advances and authorize payments under the line of credit until Lender
receives from Borrower, at Lender's address shown above, written notice of
revocation of such authority: Xxxxx Xxxxxx, President/CEO of IRIS
International, Inc. and Xxxxx Xxxxxx, CFO/Secretary of IRIS International,
Inc.
2. The section entitled "AFFIRMATIVE COVENANTS - Financial Statements" is
amended to delete the requirement to deliver the federal and other
governmental tax returns of Borrower.
3. The section entitled "AFFIRMATIVE COVENANTS - Guaranties" is amended to
delete the reference to Advanced Digital Imaging Research, LLC. ("ADIR") as
a guarantor of the obligations of Borrower under the Note and the Related
Documents and, effective as of the date hereof, the Commercial Guaranty
executed by ADIR is terminated and ADIR is released from all obligations and
liability thereunder, except for obligations and liability for claims
arising or existing prior to the date hereof, which shall survive such
termination until fully and indefeasibly paid.
4. The section entitled "ADDITIONAL INFORMATION" is amended to delete the
following text at the end of the sentence: ", including without limitation:
(a) detailed Accounts Receivable and Payable agings, as soon as available,
but in no event later than twenty (20) days after month-end; (b) detailed
Inventory Report, as soon as available, but in no event later than twenty
(20) days after month-end".
The Promissory Note dated February 7, 2002, in the original principal amount
of $6,500,000.00 by Borrower in favor of Lender (as amended, revised,
supplemented, extended, renewed or otherwise modified to date, the Note) is
hereby amended as follows:
1 . The maturity date of the Note set forth in the heading, the section
entitled "PAYMENT" and any other provision in the Note shall be amended from
June 30, 2008 to June 30, 2010.
2. The Letter of Credit Subline Exhibit attached hereto shall be an exhibit
to and incorporated into the Note as if set forth therein in its entirety.
3. The Foreign Exchange Subline Exhibit attached hereto shall be an exhibit
to and incorporated into the Note as if set forth therein in its entirety.
4. The Pricing Matrix Addendum attached hereto shall be an addendum to and
incorporated into the Note as if set forth therein in its entirety.
As a condition to the effectiveness of this Change in Terms Agreement,
StatSpin, Inc. shall have executed and delivered a Reaffirmation of Guaranty
Obligations, in a form satisfactory to Lender, with respect to StatSpin,
Inc.'s guaranty of Borrower's indebtedness and obligations to Lender as
amended, revised, supplemented, extended, renewed or otherwise modified
hereby.
All other terms and conditions of the Note and Related Documents shall
remain the same. Capitalized terms used but not otherwise defined herein
shall have the respective meanings ascribed to them in the Loan Agreement.
CONTINUING VALIDITY- Except as expressly changed by this Agreement, the
terms of the original obligation or obligations, including all agreements
evidenced or securing the obligation(s), remain unchanged and in full force
and effect. Consent by Lender to this Agreement does not waive Lender's
right to strict performance of the obligation(s) as changed, nor obligate
Lender to make any future change in terms. Nothing in this Agreement will
constitute a satisfaction of the obligation(s). It is the intention of
fender to retain as liable parties all makers and endorsers of the original
obligation(s), including accommodation parties, unless a party is expressly
released by Lender in writing. Any maker or endorser, including
accommodation makers, will not be released by virtue of this Agreement. If
any person who signed the original obligation does not sign this Agreement
below, then all persons signing below acknowledge that this Agreement is
given conditionally, based on the representation to Lender that the
non-signing party consents to the changes and provisions of this Agreement
or otherwise will not be released by it. This waiver applies not only to any
initial extension, modification or release, but also to all such subsequent
actions.
FINANCIAL STATEMENT CERTIFICATIONS. The undersigned hereby certifies to
California Bank & Trust ("Bank") that all financial information
("Information") submitted to Bank now and at all times during the terms of
this loan does, and will, fairly and accurately represent the financial
CHANGE IN TERMS AGREEMENT
LOAN NO: 0083976-0001 (CONTINUED) PAGE 2
condition of the undersigned, all Borrowers and Guarantors. Financial
Information includes, but is not limited to all Business Financial Statements
(including Interim and Year-End financial statements that are company prepared
and/or CPA-prepared), Business Income Tax Returns, Borrowing Base Certificates,
Accounts Receivable and Accounts Payable Agings, Personal Financial Statements
and Personal Income Tax Returns. The undersigned understands that the Bank will
rely on all financial information, whenever provided, and that such information
is a material inducement to Bank to make, to continue to make, or otherwise
extend credit accommodations to the undersigned. The undersigned covenants and
agrees to notify Bank of any adverse material changes in her/his/its financial
condition in the future. The undersigned further understands and acknowledges
that there are criminal penalties for giving false financial information to
federally insured financial institutions.
DEPOSIT AGREEMENT SECURITY. Borrower hereby grants a security interest to Lender
in any and all deposit accounts (checking, savings, money market or time) of
Borrower at Lender, now existing or hereinafter opened, to secure its
Indebtedness hereunder. This includes all deposit accounts Borrower holds
jointly with someone else.
PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT.
BORROWER:
IRIS INTERNATIONAL, INC.
BY: /s/ Xxxxx Xxxxxx BY: /s/ Xxxx Xxxxxx
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XXXXX XXXXXX, PRESIDENT/CEO OF XXXX XXXXXX, CFO/SECRETARY OF
IRIS INTERNATIONAL, INC. IRIS INTERNATIONAL, INC.
PRICING MATRIX ADDENDUM
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DEBT TO TANGIBLE NET WORTH INTEREST RATE
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Between 1.01:1.00 and 1.25:1.00 Prime +.50% or Libor + 2.500%
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Less than 1.00:1.00 Prime +.25% or Libor + 2.250%
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Subject: IRIS International, Inc. $6,5000,000.00 Revolving Line of Credit
