EXHIBIT
10.80
EXHIBIT 10.80
AMENDMENT TO LINE OF CREDIT AGREEMENT
This First Amendment to Line of Credit Agreement (the "Amendment") is made
and entered into this _________________ day of June, 1994, by and between SANWA
BANK CALIFORNIA (the "Bank") and ADAC LABORATORIES (the "Borrower") with respect
to the following:
This Amendment shall be deemed to be a part of and subject to that certain
Line of Credit Agreement dated as of July ____, 1993, as it may be amended from
time to time, and any and all addenda and riders thereto (collectively the
"Agreement"). Unless otherwise defined herein, all terms used in this Amendment
shall have the same meanings as in the Agreement. To the extent that any of the
terms or provisions of this Amendment conflict with those contained in the
Agreement, the terms and provisions contained herein shall control.
WHEREAS, the Borrower and the Bank mutually desire to extend and/or modify
the Agreement.
NOW THEREFORE, for value received and hereby acknowledged, the Borrower and
the Bank agree as follows:
1. EXTENSION OF EXPIRATION DATE. The Expiration Date provided for in
Section 1.01(j) of the Agreement shall be extended to March 31, 1996.
2. MODIFICATION OF COMPENSATING BALANCES. Section 2.14 of the
Agreement is deleted in its entirety and the following is substituted in lieu
thereof:
"2.14 COMPENSATING BALANCES: The Borrower shall, unless the Bank
otherwise consents in writing, maintain demand deposits or market
value savings deposits, provided that only 50% of all market
value savings deposits maintained with Bank shall be counted
against the net free compensating balances required hereunder,
with the Bank with net free compensating balances in an amount
equivalent to not less than $1,125,000 on an average daily basis
during each calendar quarter (the "Compensating Balance
Requirement"). In the event that the Compensating Balance
Requirement is not met, the Borrower shall pay to the Bank, on
the 30th day following the last day of each calendar quarter, a
fee equivalent 3/8% per annum on the difference (if any) by which
the Compensating Balance Requirement exceeded the amount of
average daily balances actually maintained by the Borrower during
such preceding calendar quarter, computed on a year of 360 days
for actual days elapsed.
For purposes of this paragraph, the term "net free compensating
balances" mean balances excluding deposits for which funds have
not yet been collected by the Bank".
3. CHANGE IN EFFECTIVE TANGIBLE NET WORTH. Section 8.14 E of the
Agreement is deleted in its entirety and the following is substituted in lieu
thereof:
"E. NET WORTH. A minimum effective tangible net worth of not
less than $48,000,000 plus 50% of each prior fiscal quarter's net
profit and plus 90% of the net proceeds of any new equity
offerings, minus up to $6,000,000 used to repurchase or redeem
the Borrower's stock prior to December 31, 1994".
4. CONFIRMATION OF OTHER TERMS AND CONDITIONS OF THE AGREEMENT.
Except as specifically provided in this Amendment, all other terms, conditions
and covenants of the Agreement unaffected by this Amendment shall remain
unchanged and shall continue in full force and effect and the Borrower hereby
covenants and agrees to perform and observe all terms, covenants and agreements
provided for in the Agreement, as hereby amended.
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IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto
as of the date first hereinabove written.
BANK: BORROWER:
SANWA BANK CALIFORNIA ADAC LABORATORIES
By:__________________________ By:__________________________
_____________________________ _____________________________
(Name/Title) (Name/Title)
By:___________________________
______________________________
(Name/Title)
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AMENDMENT TO LINE OF CREDIT AGREEMENT
This Second Amendment to Line of Credit Agreement (the "Amendment") is made
and entered into this _________________ day of September, 1994, by and between
SANWA BANK CALIFORNIA (the "Bank") and ADAC LABORATORIES (the "Borrower") with
respect to the following:
This Amendment shall be deemed to be a part of and subject to that certain
Line of Credit Agreement dated as of July ____, 1993, as it may be amended from
time to time, and any and all addenda and riders thereto (collectively the
"Agreement"). Unless otherwise defined herein, all terms used in this Amendment
shall have the same meanings as in the Agreement. To the extent that any of the
terms or provisions of this Amendment conflict with those contained in the
Agreement, the terms and provisions contained herein shall control.
WHEREAS, the Borrower and the Bank mutually desire to extend and/or modify
the Agreement.
NOW THEREFORE, for value received and hereby acknowledged, the Borrower and
the Bank agree as follows:
1. MODIFICATION OF EFFECTIVE TANGIBLE NET WORTH. The definition of
Effective Tangible Net Worth provided for in Section 1.01(g) of the Agreement
shall be deleted in its entirety and the following substituted in lieu thereof:
"(g) "EFFECTIVE TANGIBLE NET WORTH": shall mean the Borrower's
stated net worth plus Subordinated Debt but less all intangible
assets of the Borrower (i.e., goodwill, trademarks, patents,
copyrights, organization expense, loans and advances to
employees, affiliates or subsidiaries, investments in
subsidiaries and similar intangible items, provided however, that
on a consolidated basis, Effective Tangible Net Worth shall
exclude from intangible assets advances to affiliates and
subidiaries and investments in subsidiaries and provided further,
that the Dollar amount of any judgement obtained by Elcint
against the Borrower, if not already accounted for by the
Borrower, shall be deemed to be an intangible)".
2. CHANGE IN LINE OF CREDIT. All references in Section 2.01 of the
Agreement to the figure "$10,000,000" shall be changed to "$20,000,000".
3. MODIFICATION OF COMPENSATING BALANCES. Section 2.14 of the
Agreement is deleted in its entirety and the following is substituted in lieu
thereof:
"2.14 COMPENSATING BALANCES: The Borrower shall, unless the Bank
otherwise consents in writing, maintain demand deposits or market
value savings deposits, provided that only 50% of all market
value savings deposits maintained with Bank shall be counted
against the net free compensating balances required hereunder,
with the Bank with net free compensating balances in an amount
equivalent to not less than $1,500,000 on an average daily basis
during each calendar quarter (the "Compensating Balance
Requirement"). In the event that the Compensating Balance
Requirement is not met, the Borrower shall pay to the Bank, on
the 30th day following the last day of each calendar quarter, a
fee equivalent 3/8% per annum on the difference (if any) by which
the Compensating Balance Requirement exceeded the amount of
average daily balances actually maintained by the Borrower during
such preceding calendar quarter, computed on a year of 360 days
for actual days elapsed.
For purposes of this paragraph, the term "net free compensating
balances" mean balances excluding deposits for which funds have
not yet been collected by the Bank".
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4. CHANGE IN FINANCIAL CONDITION. Section 8.14 A through E of the
Agreement is deleted in its entirety and the following is substituted in lieu
thereof:
"8.14 FINANCIAL CONDITION. Maintain at all times on a
consolidated basis:
A. DEBT TO NET WORTH RATIO. A debt to effective tangible
net worth ratio of not more than 1 to 1 at September 30,
1995 and thereafter.
B. CURRENT RATIO. A ratio of current assets to current
liabilities of not less than 1.50 to 1 at September 30, 1995
and thereafter.
C. QUICK RATIO. A ratio of the sum of Liquid Assets plus
accounts receivable to current liabilities of not less than
1 to 1 at September 30, 1995 and thereafter.
D. NET PROFIT. A minimum net profit after tax for each
fiscal quarter of at least $1.00.
E. NET WORTH. A minimum Effective Tangible Net Worth of
not less than $48,000,000 plus 50% of each prior fiscal
quarter's net profit and plus 90% of the net proceeds of any
new equity offerings.
F. WORKING CAPITAL. A minimum working capital of not less
than $20,000,000 at September 30, 1995 and thereafter.
Maintain at all times on a unconsolidated basis:
A. NET WORTH. A minimum effective tangible net worth of
not less than $34,000,000 plus 50% of each prior fiscal
quarter's net profit and plus 100% of the net proceeds of
any new equity offerings.
B. WORKING CAPITAL. A minimum working capital of not less
than $15,000,000".
5. CONFIRMATION OF OTHER TERMS AND CONDITIONS OF THE AGREEMENT.
Except as specifically provided in this Amendment, all other terms, conditions
and covenants of the Agreement unaffected by this Amendment shall remain
unchanged and shall continue in full force and effect and the Borrower hereby
covenants and agrees to perform and observe all terms, covenants and agreements
provided for in the Agreement, as hereby amended.
IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto
as of the date first hereinabove written.
BANK: BORROWER:
SANWA BANK CALIFORNIA ADAC LABORATORIES
By:_________________________ By:_________________________
____________________________ _____________________________
(Name/Title) (Name/Title)
By:__________________________
______________________________
(Name/Title)
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AMENDMENT TO LINE OF CREDIT AGREEMENT
This Third Amendment to Line of Credit Agreement (the "Amendment") is made
and entered into this _________________ day of January, 1995, by and between
SANWA BANK CALIFORNIA (the "Bank") and ADAC LABORATORIES (the "Borrower") with
respect to the following:
This Amendment shall be deemed to be a part of and subject to that certain
Line of Credit Agreement dated as of August 12, 1993, as it may be amended from
time to time, and any and all addenda and riders thereto (collectively the
"Agreement"). Unless otherwise defined herein, all terms used in this Amendment
shall have the same meanings as in the Agreement. To the extent that any of the
terms or provisions of this Amendment conflict with those contained in the
Agreement, the terms and provisions contained herein shall control.
WHEREAS, the Borrower and the Bank mutually desire to extend and/or modify
the Agreement.
NOW THEREFORE, for value received and hereby acknowledged, the Borrower and
the Bank agree as follows:
1. MODIFICATION OF EFFECTIVE TANGIBLE NET WORTH. The definition of
Effective Tangible Net Worth provided for in Section 1.01(g) of the Agreement
shall be deleted in its entirety and the following substituted in lieu thereof:
"(g) "EFFECTIVE TANGIBLE NET WORTH": shall mean the Borrower's
stated net worth plus Subordinated Debt but less all intangible
assets of the Borrower (i.e., goodwill, trademarks, patents,
copyrights, organization expense, loans and advances to
employees, affiliates, subsidiaries or Community Health Computing
Corporation, investments in subsidiaries or Community Health
Computing Corporation, any tax-defered assets and similar
intangible items, provided however, that on a consolidated basis,
Effective Tangible Net Worth shall exclude from intangible assets
advances to affiliates and subidiaries and investments in
subsidiaries)".
2. MODIFICATION OF INTEREST RATE. All references to the timing of
payment of interest on Variable Rate Advances and Cost of Funds Advances in
Section 2.04 of the Agreement shall be deleted in their entirety and the
following shall be substituted in lieu thereof:
"Interest on Variable Rate Advances and Cost of Funds Advances
shall be paid in Dollars in monthly installments commencing on
the first day of the month following the date of the first such
Advance and continuing on the first day of each month
thereafter".
3. CHANGE IN REPORTING REQUIREMENTS. A new Section 8.06 D. is added
to the Agreement as follows:
"D. COMPLIANCE. Concurrently with the delivery of any financial
statement hereunder, the Borrower shall provide the Bank with a
compliance certificate, certifying compliance with all of the
terms of this Agreement, executed by the chief financial officer
or other financial officer of the Borrower".
4. MODIFICATION OF MERGERS AND ACQUISITIONS. Section 8.01 of the
Agreement is deleted in its entirety and the following is substituted in lieu
thereof:
"8.01 PRESERVATION OF EXISTENCE; COMPLIANCE WITH APPLICABLE
LAWS. Maintain and preserve its existence and all rights and
privileges now enjoyed; not liquidate or dissolve, merge or
consolidate with or into, or acquire any other business
organization other than up to $20,600,000 for the assets or the
going concern of Community Health Computing Corporation; and
conduct its business in accordance with all applicable laws,
rules and regulations except where such failure to so conduct its
business would not have a material adverse affect upon the
Borrower's business as a whole or its financial condition".
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5. CHANGE IN INDEBTEDNESS. Section 8.09 of the Agreement is deleted
in its entirety and the following is substituted in lieu thereof:
"8.09 ADDITIONAL INDEBTEDNESS. Not, after the date hereof,
create, incur or assume, directly or indirectly, any liability or
indebtedness other than (i) indebtedness owed or to be owed to
the Bank and indebtedness owed or to be owed to ABN-Amro Bank
N.V. or (ii) indebtedness to trade creditors incurred in the
ordinary course of the Borrower's business or (iii) guarantees of
indebtedness of up to $1,500,000 in any one fiscal year in
connection with equipment leases to Borrower's customers in South
America".
6. MODIFICATION OF LOANS. Section 8.10 of the Agreement is deleted
in its entirety and the following is substituted in lieu thereof:
"8.10 LOANS. Not make any loans or advances or extend credit to
any third person, including, but not limited to, directors,
officers, shareholders, partners, employees, affiliated entities
or subsidiaries of the Borrower, except for credit extended in
the ordinary course of the Borrower's business as presently
conducted, except (i) up to an aggregate amount of unsecured
credit not exceeding $500,000 in any one fiscal year and (ii) up
to an aggregate amount of credit secured by Borrower's stock not
exceeding $1,500,000 in any one fiscal year and (iii) up to
$20,600,000 in the aggregate in loans and advances to Community
Health Computing Corporation".
7. CHANGE IN FINANCIAL CONDITION. Section 8.14 of the Agreement is
deleted in its entirety and the following is substituted in lieu thereof:
"8.14 FINANCIAL CONDITION. Maintain at all times on a
consolidated basis:
A. DEBT TO NET WORTH RATIO. A Debt to Effective Tangible
Net Worth ratio of not more than 1.75 to 1.
B. CURRENT RATIO. A ratio of current assets to current
liabilities of not less than 1.25 to 1.
C. QUICK RATIO. A ratio of the sum of Liquid Assets plus
accounts receivable to current liabilities of not less than
.90 to 1 from the date hereof through September 29, 1995 and
1 to 1 at September 30, 1995 and thereafter.
D. NET PROFIT. A minimum net profit after tax for each
fiscal quarter of at least $1.00.
E. NET WORTH. A minimum Effective Tangible Net Worth of
not less than $37,500,000.
F. WORKING CAPITAL. A minimum working capital of not less
than $15,000,000 from the date hereof through September 29,
1995 and $20,000,000 at September 30, 1995 and thereafter.
Maintain at all times on a unconsolidated basis (U.S. operations
only):
A. NET WORTH. A minimum Effective Tangible Net Worth of
not less than $34,000,000.
B. WORKING CAPITAL. A minimum working capital of not less
than $15,000,000".
8. CHANGE IN CONTROL. Section 9.08 of the Agreement is deleted in
its entirety and the following is substituted in lieu thereof:
"9.08 CHANGE IN OWNERSHIP. There shall occur a sale or transfer
to (whether voluntary or involuntary), or an agreement shall be
entered into to do so with, any Person or group of Persons (as
such terms are defined pursuant to Federal securities laws) who
would own more than 40% of the issued and outstanding capital
stock of the Borrower and, as a result thereof, such Person or
group of Persons has the ability to direct or cause the direction
of the management and policies of the
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Borrower or more than 50% of the members of the board of
directors of the Borrower shall be changed, other than as a
result of death or retirement".
9. CONFIRMATION OF OTHER TERMS AND CONDITIONS OF THE AGREEMENT.
Except as specifically provided in this Amendment, all other terms, conditions
and covenants of the Agreement unaffected by this Amendment shall remain
unchanged and shall continue in full force and effect and the Borrower hereby
covenants and agrees to perform and observe all terms, covenants and agreements
provided for in the Agreement, as hereby amended.
IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto
as of the date first hereinabove written.
BANK: BORROWER:
SANWA BANK CALIFORNIA ADAC LABORATORIES
By:_______________________________ By:_________________________________
XXXXXXX X. XXXXX, VICE PRESIDENT XXXXXX XXXXXXX, VICE PRESIDENT-FINANCE
AND CHIEF FINANCIAL OFFICER
(Name/Title) (Name/Title)
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AMENDMENT TO LINE OF CREDIT AGREEMENT
This Fourth Amendment to Line of Credit Agreement (the "Amendment") is made
and entered into as of this 29th day of September, 1995, by and between SANWA
BANK CALIFORNIA (the "Bank") and ADAC LABORATORIES (the "Borrower") with respect
to the following:
This Amendment shall be deemed to be a part of and subject to that certain
Line of Credit Agreement dated as of August 12, 1993, as it may be amended from
time to time, and any and all addenda and riders thereto (collectively the
"Agreement"). Unless otherwise defined herein, all terms used in this Amendment
shall have the same meanings as in the Agreement. To the extent that any of the
terms or provisions of this Amendment conflict with those contained in the
Agreement, the terms and provisions contained herein shall control.
WHEREAS, the Borrower and the Bank mutually desire to extend and/or modify
the Agreement.
NOW THEREFORE, for value received and hereby acknowledged, the Borrower and
the Bank agree as follows:
1. CHANGE IN INDEBTEDNESS. Section 8.09 of the Agreement is deleted in
its entirety and the following is substituted in lieu thereof:
"8.09 ADDITIONAL INDEBTEDNESS. Not, after the date hereof,
create, incur or assume, directly or indirectly, any liability or
indebtedness other than (i) indebtedness owed or to be owed to
the Bank and indebtedness owed or to be owed to ABN-Amro Bank
N.V. or (ii) indebtedness to trade creditors incurred in the
ordinary course of the Borrower's business or (iii) guarantees of
indebtedness of up to $20,000,000 in any one fiscal year in
connection with equipment financing to Borrower's customers in
South America".
2. MODIFICATION OF LIENS. Section 8.11 of the Agreement is deleted
in its entirety and the following is substituted in lieu thereof:
"8.11 LIENS AND ENCUMBRANCES. Not create, assume or permit to
exist any security interest, encumbrance, mortgage, deed of trust
or other lien including, but not limited to, a lien of
attachment, judgment or execution) affecting any of the
Borrower's properties, or execute or allow to be filed any
financing statement or continuation thereof affecting any such
properties, except for Permitted Liens and as otherwise provided
in this Agreement and except for a security interest in accounts
receivable of the Borrower of up to $3,000,000 in favor of
Imperial Bank", which lien shall be junior to Bank's lien.
3. CHANGE IN FINANCIAL CONDITION. Section 8.14 of the Agreement is
deleted in its entirety and the following is substituted in lieu thereof:
"8.14 FINANCIAL CONDITION. Maintain at all times on a
consolidated basis:
A. DEBT TO NET WORTH RATIO. A Debt to Effective Tangible
Net Worth ratio of not more than 1.75 to 1.
B. CURRENT RATIO. A ratio of current assets to current
liabilities of not less than 1.40 to 1.
C. QUICK RATIO. A ratio of the sum of Liquid Assets plus
accounts receivable to current liabilities of not less than
.80 to 1.
D. NET PROFIT. A minimum net profit after tax for each
fiscal quarter of at least $1.00.
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E. NET WORTH. A minimum Effective Tangible Net Worth of
not less than $37,500,000.
F. WORKING CAPITAL. A minimum working capital of not less
than $15,000,000.
Maintain at all times on a unconsolidated basis (U.S. operations only):
G. NET WORTH. A minimum Effective Tangible Net Worth of
not less than $34,000,000.
H. WORKING CAPITAL. A minimum working capital of not less
than $15,000,000".
4. SALES WITH RECOURSE. A new Section 8.18 is added to the Agreement
as follows:
"8.18 SALES WITH RECOURSE. Not allow sales terms with recourse
by the Borrower's customers to Borrower of more than $20,000,000
in any one fiscal year".
5. CONFIRMATION OF OTHER TERMS AND CONDITIONS OF THE AGREEMENT.
Except as specifically provided in this Amendment, all other terms, conditions
and covenants of the Agreement unaffected by this Amendment shall remain
unchanged and shall continue in full force and effect and the Borrower hereby
covenants and agrees to perform and observe all terms, covenants and agreements
provided for in the Agreement, as hereby amended.
IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto
as of the date first hereinabove written.
BANK: BORROWER:
SANWA BANK CALIFORNIA ADAC LABORATORIES
By:________________________________ By:__________________________________
XXXXXXX X. XXXXX, VICE PRESIDENT XXXXX XXXXXX, VICE PRESIDENT-FINANCE
(Name/Title) (Name/Title)
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