EXHIBIT 10.16
FIFTH AMENDMENT TO CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of March 2, 2001, 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, G.C. Industries, Inc. is no longer a wholly-owned subsidiary of
Borrower, and Bank and Borrower have agreed to amend the Credit Agreement to
reflect said change.
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 amended by deleting "G.C. Industries, Inc."
from the definition of "Subsidiaries" therein. Bank and Borrower each
acknowledge that G.C. Industries, Inc. no longer has any of the rights or
obligations of a Subsidiary under the Credit Agreement and that the
guaranty by G.C. Industries, Inc. of, and its pledge of collateral as
security for, the obligations of Borrower to Bank are hereby released.
2. 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.
3. 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 even 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 Xxxxxxxx
President Assistant Vice President
By: ___________________________
Xxxx X. Xxxxx
Vice President-Finance
