Exhibit 10.1
AMENDMENT NO. 2 AND WAIVER
TO CREDIT AGREEMENT
AMENDMENT NO. 2 AND WAIVER, dated as of April 10, 2003 (the "Amendment and
Waiver"), with respect to the Credit Agreement dated as of February 21, 2002, as
amended by the Amendment and Waiver to Credit Agreement, dated as of October 18,
2002 (as further amended, restated, supplemented or modified, from time to time,
the "Credit Agreement"), by and among VASOMEDICAL, INC., a Delaware corporation
(the "Company") and FLEET NATIONAL BANK, a national banking association
organized under the laws of the United States of America (the "Bank").
RECITALS
The Company has requested and the Bank has agreed, subject to the terms and
conditions of this Amendment, to amend and waive certain provisions of the
Credit Agreement as herein set forth.
Accordingly, in consideration of the premises and of the mutual covenants
and agreements hereinafter set forth, the parties hereto agree as follows:
I. Amendments.
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Section 1.1. Notwithstanding anything to the contrary herein, in the Credit
Agreement or in any other Loan Document, the Bank and the Company hereby agree
that until such time that the Collateral Pledge Agreement (as hereinafter
defined) shall be terminated and the Company shall no longer be required to
pledge Account Assets (as defined in the Collateral Pledge Agreement) to the
Bank, the Company's compliance with Sections 3.03(a), 3.04(a), 5.02(e), 6.03(e),
and 7.13 of the Credit Agreement shall be waived.
Section 1.2. The following definitions are hereby added to Section 1.01 of
the Credit Agreement in their appropriate alphabetical order:
"Account Assets" shall have the meaning given to such term in the
Collateral Pledge Agreement.
"CD Rate" shall mean a rate per annum equal to the rate of interest
currently accruing on those Account Assets pledged to the Bank
pursuant to the Collateral Pledge Agreement at any time plus a margin
of one percent (1.0%) per annum. Changes in the rate of interest
resulting from changes in rate of interest applicable to the Account
Assets shall take place immediately without notice or demand of any
kind.
"CD Rate Loans" shall mean Loans at such time as they are being made
and/or maintained at a rate of interest based on the CD Rate.
"Collateral Pledge Agreement" shall mean the Collateral Pledge
Agreement, in the form attached hereto as Exhibit G, as same may
hereafter be amended, restated, supplemented or otherwise modified
from time to time.
"Loan Value" shall have the meaning given to such term in the
Collateral Pledge Agreement.
Section 1.3. The following definitions in Section 1.01 of the Credit
Agreement are hereby amended and restated in their entirety to provide as
follows:
"LIBOR Rate Election" shall mean the notice given by the Company in
accordance with Section 2.01(b) hereof wherein the Company selects or
continues a LIBOR Rate Loan or converts a Prime Rate Loan or a CD Rate
Loan to a LIBOR Rate Loan.
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"Security Documents" shall mean the Security Agreement, the Collateral
Pledge Agreement, and each other collateral security document delivered to the
Bank hereunder.
"Type" shall mean as to any Loan its status as a Prime Rate Loan, a LIBOR
Rate Loan or a CD Rate Loan.
Section 1.4. The definition of the term "Interest Period" in Section 1.01
of the Credit Agreement is hereby amended by amending and restating paragraph
"(a)" thereof as follows:
"(a) initially, the period commencing on the date such LIBOR Rate Loan
is made and ending one, two, three or six months thereafter, as
selected by the Company in its Notice of Borrowing or in its notice of
conversion from a Prime Rate Loan or a CD Rate Loan to a LIBOR Rate
Loan provided, in each case, in accordance with the terms of Articles
II and III hereof; and"
Section 1.5. Sections 2.01(a) and (b) of the Credit Agreement are amended
and restated in their entirety provide as follows:
"(a) Subject to the terms and conditions, and relying upon the
representations and warranties set forth herein, and subject to the
next sentence, the Bank agrees to make loans (individually a
"Revolving Credit Loan" and, collectively, the "Revolving Credit
Loans") to the Company from time to time during the Revolving Credit
Commitment Period, up to but not exceeding at any one time outstanding
the amount of its Revolving Credit Commitment; provided, however, that
no Revolving Credit Loan shall be made if, after giving effect to such
Revolving Credit Loan, the aggregate outstanding principal amount of
all Revolving Credit Loans at such time would exceed the lesser of (i)
the Revolving Credit Commitment in effect at such time or (ii) the
then current Loan Value. During the Revolving Credit Commitment
Period, the Company may from time to time borrow, repay and reborrow
hereunder on or after the date hereof and prior to the Revolving
Credit Commitment Termination Date, subject to the terms, provisions
and limitations set forth herein. The Revolving Credit Loans may be
(A) LIBOR Rate Loans, (B) Prime Rate Loans, (C) CD Rate Loans, or (D)
a combination thereof.
(b) The Company shall give the Bank irrevocable written notice (or
telephonic notice promptly confirmed in writing) not later than 11:00
a.m. (New York, New York time), two Business Days prior to the date of
each proposed LIBOR Rate Loan under this Section 2.01 or prior to
11:00 a.m. (New York, New York time) on the date of each proposed
Prime Rate Loan and CD Rate Loan under this Section 2.01. Such notice
shall be irrevocable and shall specify (i) the amount and Type of the
proposed borrowing, (ii) the proposed use of the loan proceeds, (iii)
the initial Interest Period if a LIBOR Rate Loan, and (iv) the
proposed Borrowing Date. Except for borrowings which utilize the full
remaining amount of the Revolving Credit Commitment, each borrowing of
a Prime Rate Loan or CD Rate Loan shall be in an amount not less than
$100,000 or, if greater, whole multiples of $100,000 in excess
thereof. Each borrowing of a LIBOR Rate Loan shall be an amount not
less than $100,000 or whole multiples of $100,000 in excess thereof.
Funding of all Loans shall be made in accordance with Section 3.12 of
this Agreement."
Section 1.6. Subsection "(a)", "(b)", and "(e)" of Section 3.01 of the
Credit Agreement are hereby amended and restated in their entirety to provide as
follows:
"(a) Each Prime Rate Loan shall bear interest for the period from the
date thereof on the unpaid principal amount thereof at a fluctuating
rate per annum equal to the Prime Rate. Each CD Rate Loan shall bear
interest for the period from the date thereof on the unpaid principal
amount thereof at a fluctuating rate per annum equal to the CD Rate.
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(b) Each LIBOR Rate Loan shall bear interest for the Interest Period
applicable thereto on the unpaid principal amount thereof at a rate
per annum equal to the Reserve Adjusted Libor determined for each
Interest Period thereof in accordance with the terms hereof plus a
margin of one percent (1.0%) per annum.
(e) The Company may elect from time to time to convert outstanding
Loans from LIBOR Rate Loans to Prime Rate Loans or CD Rate Loans by
giving the Bank at least two Business Day's prior irrevocable written
notice of such election, provided that any such conversion of LIBOR
Rate Loans shall only be made on the last day of an Interest Period
with respect thereto or upon the date of payment in full of any
amounts owing pursuant to Section 3.08 as a result of such conversion.
The Company may elect from time to time to convert outstanding Loans
from Prime Rate Loans or CD Rate Loans to LIBOR Rate Loans by giving
the Bank irrevocable written notice of such election not later than
11:00 a.m. (New York, New York time), two Business Days prior to the
date of the proposed conversion. All or any part of outstanding Prime
Rate Loans or CD Rate Loans may be converted as provided herein,
provided that each conversion shall be in the principal amount of
$100,000 or whole multiples of $100,000 in excess thereof, and further
provided that no Default or Event of Default shall have occurred and
be continuing. Any conversion to or from a LIBOR Rate Loan hereunder
shall be in such amounts and be made pursuant to such elections so
that, after giving effect thereto, the aggregate principal amount of
all LIBOR Rate Loans having the same Interest Period shall not be less
than $100,000."
Section 1.7. Section 3.03 of the Credit Agreement is amended by (a) adding
the phrase "or CD Rate Loans" immediately following each reference to the phrase
"Prime Rate Loans" in subsection "(b)" thereof, (b) amending and restating
subsection "(c)" therein and by adding a new subsection "(d)" therein as
follows:
"(c) In the event the Loan Value of the Collateral (as such term is
defined in the Collateral Pledge Agreement) is at any time less than
the aggregate principal amount of the Loans, the Company shall make a
prepayment of the Loans in an amount sufficient to cause the principal
amount outstanding of the Loans after giving effect to such payment to
be less than or equal to the Loan Value of the Collateral.
(d) Each prepayment of principal of a Loan pursuant to this Section
3.03 shall be accompanied by accrued interest to the date prepaid on
the amount prepaid. Partial prepayments of any Loan shall be applied
first to outstanding Prime Rate Loans, then to CD Rate Loans and then
to LIBOR Rate Loans in such order as the Bank shall determine in its
sole and absolute discretion."
Section 1.8. Sections 3.05, 3.06 and 3.08 of the Credit Agreement are
hereby amended by (a) adding the phrase "or a CD Rate Loan" immediately
following each reference therein to the phrase "a Prime Rate Loan" and (b)
adding the phrase "or CD Rate Loans" immediately following each reference
therein to the phrase "Prime Rate Loans".
Section 1.9. Section 5.02(d) of the Credit Agreement is hereby amended and
restated in its entirety to provide as follows:
"(d) Availability. After giving effect to any requested Revolving
Credit Loan, the outstanding principal amount of the Revolving Credit
Loans shall not exceed the lesser of (A) the then current Loan Value
and (B) the Revolving Credit Commitment then in effect"
Section 1.10. Exhibit F to the Credit Agreement is hereby amended and
replaced with Exhibit F attached to this Amendment and Waiver. Exhibit G
attached to this Amendment and Waiver is hereby added as Exhibit G to the Credit
Agreement.
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II. Waivers.
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Section 2.1. The Bank hereby waives the Company's compliance with Section
7.13(b) of the Credit Agreement, Interest Coverage Ratio, for the fiscal quarter
ended February 28, 2003, provided that the ratio of Consolidated EBIT to
Consolidated Interest Expense was not less than 1.83:1.00 at the end of such
fiscal quarter.
Section 2.2. The Bank hereby waives the Company's compliance with Section
7.13(c), Consolidated Tangible Net Worth, for the fiscal quarter ended February
28, 2003, provided that Consolidated Tangible Net Worth was not less than
$12,520,000 at the end of such fiscal quarter.
Section 2.3. The waivers set forth above are limited specifically to the
matters set forth above and for the specific instances and purposes given and do
not constitute, directly or by implication, a waiver or amendment of any other
provision of the Credit Agreement or a waiver of any Default or Event of
Default, whether now existing or hereafter arising (except as contemplated by
Sections 2.1 and 2.2 above).
III. Miscellaneous.
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Section 3.1. This Amendment and Waiver shall become effective only upon
receipt by the Bank of (a) this Amendment and Waiver, duly executed by the
Company and the Guarantor, and (b) the Collateral Pledge Agreement, duly
executed by the Company, substantially in the form attached hereto as Exhibit G.
Section 3.2. This Amendment and Waiver shall be governed by and construed
in accordance with the laws of the State of New York.
Section 3.3. All terms used herein shall have the same meaning as in the
Credit Agreement, as amended hereby, unless specifically defined herein.
Section 3.4. This Amendment and Waiver shall constitute a Loan Document.
Section 3.5. As expressly amended hereby, the Credit Agreement remains in
full force and effect in accordance with the terms thereof. The Credit Agreement
is ratified and confirmed in all respects by the Company. The amendments and
waivers herein are limited specifically to the matters set forth above and for
the specific instance and purposes for which given and to not constitute
directly or by implication an amendment or waiver of any other provisions of the
Credit Agreement or a waiver of any Event of Default or event which upon notice,
lapse of time or both would constitute an Event of Default which may occur or
may have occurred under the Credit Agreement or any other Loan Document.
Section 3.6. The Company hereby represents and warrants that (i) the
representations and warranties by the Company pursuant to the Credit Agreement
and each other Loan Document are true and correct on the date hereof, and (ii)
after giving effect to this Amendment and Waiver, no Event of Default or event
which upon notice, lapse of time or both would constitute an Event of Default
exists under the Credit Agreement or any other Loan Document.
Section 3.7. This Amendment and Waiver may be executed in one or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one Amendment and Waiver.
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IN WITNESS WHEREOF, the Company and the Bank have caused this Amendment and
Waiver to be duly executed by their duly authorized officers as of the day and
year first above written.
VASOMEDICAL, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
FLEET NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
CONSENT
The undersigned, not parties to the Credit Agreement but as a Guarantor under
the Guaranty dated as of February 21, 2002, hereby acknowledges the terms of the
Amendment and Waiver contained herein and confirms that its Guaranty is in full
force and effect.
000 XXXXXX XXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
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EXHIBIT F
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FORM OF NOTICE OF BORROWING
[Date]
Fleet National Bank
000 Xxxxx Xxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Senior Vice President
Re: Vasomedical, Inc.
Gentlemen:
Pursuant to the Credit Agreement dated as of February 21, 2002, (as the
same may have been and may hereafter be amended, modified or supplemented the
"Credit Agreement") by and among Vasomedical, Inc. and Fleet National Bank, we
hereby give you irrevocable notice that we request a Revolving Credit Loan as
follows:
1. Amount of Loan: $____________
2. Borrowing Date: _____________
3. Type of Loan: [Prime Rate Loan] [LIBOR Rate Loan] [CD Rate Loan]
4. Interest Period: [Specify 1, 2, 3, or 6 months]
We hereby certify that (i) the representations and warranties contained in
the Credit Agreement and the other Loan Documents are true, correct and complete
on and as of the date hereof to the same extent as though made on and as of the
date hereof; (ii) no Default or Event of Default has occurred and is continuing
under the Credit Agreement or will result after giving effect to the Loan
requested hereunder; (iii) the Company has performed all agreements and
satisfied all conditions under the Credit Agreement required to be performed by
it on or before the date hereof; (iv) after giving effect to the requested
Revolving Credit Loan, the outstanding principal amount of the Revolving Credit
Loans shall not exceed the Loan Value.
Capitalized terms used herein but not defined shall have the respective
meanings given to them in the Credit Agreement.
IN WITNESS WHEREOF, the Company has caused this document to be executed and
delivered by its Executive Officer as of the date written above.
VASOMEDICAL, INC.
By: ________________________
Title: Chief Financial Officer
EXHIBIT G
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COLLATERAL PLEDGE AGREEMENT
For value received and in consideration of one or more loans or other
financial accommodations extended by FLEET NATIONAL BANK (the "Bank") to
VASOMEDICAL, INC., a Delaware corporation (the "Pledgor"), the Pledgor and the
Bank agree as follows:
1. Definitions.
"Account" means that account listed on Exhibit A
"Account Assets" means Deposits and any other assets held from time to time
in the Account (all of which shall be considered "financial assets" under the
UCC).
"Collateral" means: (i) the Account Assets; (ii) all additions to, and
proceeds, renewals, investments, reinvestments and substitutions of, the
foregoing, whether or not listed on Exhibit A; and (iii) all certificates,
receipts and other instruments evidencing any of the foregoing.
"Credit Agreement" shall mean the Credit Agreement, dated as of February
21, 2002, by and between the Pledgor and the Bank, as same has been and may be
further amended, restated, modified or otherwise supplemented from time to time.
"Deposits" means the deposits of the Pledgor with the Bank.
"Event of Default" shall have the meaning assigned to such term in the
Credit Agreement.
"Loan Documents" shall have the meaning assigned to such term in the Credit
Agreement.
"Obligations" shall have the meaning given to such term in the Credit
Agreement.
"Revolving Credit Loans" shall have the meaning assigned to such term in
the Credit Agreement.
"UCC" means the Uniform Commercial Code in effect, from time to time, in
the State of New York. Unless the context otherwise requires, all terms used in
this Agreement which are defined in the UCC will have the meanings stated in the
UCC.
2. Grant of Security Interest.
As security for the payment of all the Obligations, the Pledgor pledges,
transfers and assigns to the Bank, and grants to the Bank a security interest
in, and right of set off against, the Collateral. Notwithstanding anything to
the contrary herein, the security interest of the Bank in the Collateral, at any
time, shall not exceed the amount of the Obligations, at such time.
3. Agreements of the Pledgor and Rights of the Bank.
The Pledgor agrees as follows and irrevocably authorizes the Bank to
exercise the rights listed below, at its option, for its own benefit, either in
its own name or in the name of the Pledgor, and appoints the Bank as its
attorney-in-fact to take all action permitted under this Agreement.
(a) Deposits: The Bank may: (i) renew the Deposits on terms and for periods
the Bank deems appropriate; (ii) demand, collect, and receive payment of any
monies or proceeds due or to become due under the Deposits; (iii) execute any
instruments required for the withdrawal or repayment of the Deposits; and (iv)
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in all respects, deal with the Deposits as the owner; provided that, as to (ii),
(iii) and (iv) above, until the occurrence of an Event of Default, the Bank will
only take that action if, in its judgment, failure to take that action would
impair its rights under this Agreement.
(b) General: The Bank may, in its name, or in the name of the Pledgor: (i)
file financing statements under the UCC or any other filings or notices
necessary or desirable to create, perfect or preserve its security interest, all
without notice (except as required by applicable law and not waivable) and
without liability except to account for property actually received by it; (ii)
demand, xxx for, collect or receive any money or property at any time payable or
receivable on account of or in exchange for, or make any compromise or
settlement deemed desirable with respect to, any item of the Collateral (but
shall be under no obligation to do so); and (iii) make any notification or take
any other action in connection with the perfection or preservation of its
security interest or any enforcement of remedies, and retain any documents
evidencing the title of the Pledgor to any item of the Collateral.
The Pledgor agrees that it will not (i) file or permit to be filed any
termination statement with respect to the Collateral or any financing or like
statement with respect to the Collateral in which the Bank is not named as the
sole secured party, or (ii) sell, assign, or otherwise dispose of, or pledge, or
otherwise encumber the Collateral. At the request of the Bank the Pledgor agrees
to do all other things which the Bank may deem necessary or advisable in order
to perfect and preserve the security interest and to give effect to the rights
granted to the Bank under this Agreement or enable the Bank to comply with any
applicable laws or regulations. Notwithstanding the foregoing, the Bank does not
assume any duty with respect to the Collateral and is not required to take any
action to collect, preserve or protect its or the Pledgor's rights in any item
of the Collateral. The Pledgor releases the Bank and agrees to hold the Bank
harmless from any claims, causes of action and demands at any time arising with
respect to this Agreement, the use or disposition of any item of the Collateral
or any action taken or omitted to be taken by the Bank with respect thereto.
4. Loan Value of the Collateral.
The Pledgor agrees that at all times the aggregate Loan Value of Collateral
held pursuant to this Agreement shall not be less than the outstanding principal
amount of the Revolving Credit Loans. The Pledgor further agrees that the
Account Assets shall consist solely of cash or financial assets of the type
described on Schedule I hereto. The Pledgor will, at the Bank's option, either
supplement the Collateral or make, or cause to be made, a payment or prepayment
of the Revolving Credit Loans to the extent necessary to ensure compliance with
this provision or the Bank may liquidate Collateral to the extent necessary to
ensure compliance with this provision. "Loan Value" means the value assigned by
the Bank from time to time to each item of the Collateral based upon the advance
rates described in Schedule 1 hereto.
5. Representations and Warranties.
The Pledgor represents and warrants that the Pledgor is the sole owner of
the Collateral and the Collateral is free of all encumbrances except for the
security interest in favor of the Bank created by this Agreement.
6. Event of Default.
Upon the occurrence and during the continuance of an Event of Default, the
Bank will have the rights and remedies under the UCC and the other rights
granted to the Bank under this Agreement and may exercise its rights without
regard to any premium or penalty from liquidation of any Collateral and without
regard to the Pledgor's basis or holding period for any Collateral.
Upon the occurrence and during the continuance of an Event of Default, the
Bank may transfer the Collateral into the name of the Bank or its nominee, and
proceed forthwith to collect, receive, appropriate and realize upon the
Collateral, or any part thereof or may assign or otherwise dispose of and
deliver the Collateral, or any part thereof, as the Bank in its sole and
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absolute discretion deems appropriate without any liability for any loss due to
decrease in the market value of the Collateral during the period held, in any
reasonable manner permissible under the UCC (except that, to the extent required
under the UCC, the Bank shall provide the Pledgor 10 days prior notice of any
such sale).
The Bank may also, in its sole discretion: apply any portion of the
Collateral, first, to all costs and expenses of the Bank, second, to the payment
of interest on the Obligations and any fees or commissions to which the Bank may
be entitled, third, to the payment of principal of the Obligations, whether or
not then due, and fourth, to the Pledgor.
The Pledgor will pay to the Bank all expenses (including reasonable
attorneys' fees and legal expenses incurred by the Bank) in connection with the
exercise of any of the Bank's rights or obligations under this Agreement or the
Loan Documents. The Pledgor will take any action requested by the Bank to allow
it to dispose of the Collateral. Notwithstanding that the Bank may continue to
hold Collateral and regardless of the value of the Collateral, the Pledgor will
remain liable for the payment in full of any unpaid balance of the Obligations.
7. Jurisdiction.
The Pledgor hereby irrevocably submits to the jurisdiction of any New York
State or United States federal court sitting in New York City, County of Nassau,
or County of Suffolk, over any action or proceeding arising out of this
Agreement, and the Pledgor hereby irrevocably agrees that all claims in respect
of such action or proceeding may be held and determined in such New York state
or federal court. The Pledgor further agrees that any action or proceeding
brought against the Bank may be brought only in a New York state or United
States federal court sitting in New York county. The Pledgor hereby further
irrevocably consents to the service of process in any such action or proceeding
in either of said courts by mailing thereof by the Bank by registered or
certified mail, postage prepaid, to the Pledgor at its address specified on the
signature page hereof, or at the Pledgor's most recent mailing address as set
forth in the records of the Bank.
The Pledgor agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in any other jurisdiction by suit or
proceeding in such state and hereby waives any defense on the basis of an
inconvenient forum. Nothing herein shall affect the right of the Bank to serve
legal process in any other manner permitted by law or affect the right of the
Bank to bring any action or proceeding against the Pledgor or its property in
the courts of any other jurisdiction.
8. Waiver of Jury Trial.
THE PLEDGOR AND THE BANK EACH WAIVE ANY RIGHT TO JURY TRIAL.
9. Notices.
Wherever this Agreement provides for notice to either party (except as
expressly provided to the contrary), it shall be in writing and given in the
manner and to the addresses specified in Section 9.01 of the Credit Agreement.
10. Miscellaneous.
(a) This Agreement shall be binding on the Pledgor and its successors and
assigns and shall inure to the benefit of the Bank and its successors and
assigns, except that the Pledgor may not delegate any of its obligations
hereunder without the prior written consent of the Bank.
(b) No amendment or waiver of any provision of this Agreement nor consent
to any departure by the Pledgor will be effective unless it is in writing and
signed by the Pledgor and the Bank and will be effective only in that specific
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instance and for that specific purpose. No failure on the part of the Bank to
exercise, and no delay in exercising, any right will operate as a waiver or
preclude any other or further exercise or the exercise of any other right.
(c) The rights and remedies in this Agreement are cumulative and not
exclusive of any rights and remedies which the Bank may have under law or under
other agreements or arrangements with the Pledgor.
(d) The provisions of this Agreement are intended to be severable. If for
any reason any provision of this Agreement is not valid or enforceable in whole
or in part in any jurisdiction, that provision will, as to that jurisdiction, be
ineffective to the extent of that invalidity or unenforceability without in any
manner affecting the validity or enforceability in any other jurisdiction or the
remaining provisions of this Agreement.
(e) The Pledgor hereby waives presentment, notice of dishonor and protest
of all instruments included in or evidencing the Obligations or the Collateral
and any other notices and demands, whether or not relating to those instruments.
(f) This Agreement may be executed in two or more counterparts, each of
which shall constitute an original, but all of which, taken together, shall
constitute one and the same instrument.
(g) THIS AGREEMENT IS GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE
STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICT OR CHOICE OF
LAWS.
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IN WITNESS WHEREOF, the Pledgor has signed this Agreement as of this 10th
day of April, 2003.
PLEDGOR:
VASOMEDICAL, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
ACCEPTED:
FLEET NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
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EXHIBIT A
DESCRIPTION OF THE COLLATERAL
The following account and any successor account thereto and all assets held
or to be held therein:
Account Name
Number of Account Entity Name
------ ---------- -----------
Vasomedical, Inc.
SCHEDULE 1
Collateral Type Advance Rate
--------------- ------------
Bank Deposits 100%
Bank Certificate of Deposits 100%
