EXHIBIT 10.19
[LOGO - 1 SEAFIRST]
BUSINESS LOAN AGREEMENT
Part A
This Seafirst Business Loan Agreement ("Agreement") is made as of June 1, 1996
between Bank of America NW, N.A., doing business as Seafirst Bank, ("Bank") and
PHAMIS, Inc. ("Borrower") with respect to the following:
------------
LINE OF CREDIT Subject to the terms of this Agreement, Bank will
-------------- make loans to Borrower under a revolving line of
credit as follows:
Total Amount
Available: Borrower may borrow, repay and reborrow up to a
--------- maximum of Five Million Dollars ($5,000,000.00).
-------------
Availability
Period: Date of Note through June 1, 1998 .
------ ------------------ ------------------
However, if loans are made and/or new promissory
notes executed after the last date, such advances
will be subject to the terms of this Agreement until
repaid in full unless a written statement signed by
the Bank and Borrower provides otherwise, or a
replacement loan agreement is executed. The making
of such additional advances alone, however, does
not constitute a commitment by the Bank to make any
further advances or extend the availability period.
Interest Rate: As set forth in the Note required under Part B,
------------- Article 1 of this Agreement (the "Note").
Interest
Rate Basis: All interest will be calculated at the per annum
---------- interest rate based on a 360-day year and applied to
the actual number of days elapsed.
Prepayment: Bank may assess a prepayment fee in the event of a
---------- a partial or complete prepayment. Such prepayment
fee will be fully defined and disclosed to Borrower
at the time the interest rate is fixed.
Conversion Fee: On the "Conversion Date" set forth in the Note,
-------------- Borrower shall pay the conversion fee described
therein; provided that no conversion fee shall be
due if Borrower pays the Note in full at the end of
the revolving period without converting to the "Term
Period" as defined in the Note.
Fee on Unutilized
Portion of Line: On June 30, 1996 and every quarter thereafter,
--------------- ---------------- -------
Borrower shall pay a fee based upon the average
daily unused portion of the line of credit. This
fee is calculated as follows: 1/4 of 1.00% per
----------------
annum, payable quarterly in arrears. This nonusage
-----------------------------------
fee shall cease to accrue on the Conversion Date (as
defined above). Borrower shall pay to Bank on the
Conversion Date the remaining accrued but unpaid
nonusage fee.
Repayment: At the times and in amounts as set forth in note(s)
--------- required under Part B Article 1 of this Agreement.
Collateral: Unsecured.
----------
Rev. 11/93
Page 1
[LOGO]
BUSINESS LOAN AGREEMENT
Part B
1. PROMISSORY NOTE(S). All loans shall be evidenced by promissory notes in a
form and substance satisfactory to Bank.
2. CONDITIONS TO AVAILABILITY OF LOAN/LINE OF CREDIT. Before Bank is obligated
to disburse/make any advance, or at any time thereafter which Bank deems
necessary and appropriate, Bank must receive all of the following, each of
which must be in form and substance satisfactory to Bank ("loan documents"):
2.1 Original, executed promissory note(s);
2.2 Original executed security agreement(s) and/or deed(s) of trust
covering the collateral described in Part A; N/A
2.3 All collateral described in Part A in which Bank wishes to have a
possessory security interest; N/A
2.4 Financing statement(s) executed by Borrower; N/A/
2.5 Such evidence that Bank may deem appropriate that the security
interests and liens in favor of Bank are valid, enforceable, and prior
to the rights and interests of others except those consented to in
writing by Bank; N/A
+2.6 The following guaranty(ies) in favor of the Bank: N/A
+2.7 Subordination agreement(s) in favor of Bank executed by: N/A
2.8 Evidence that the execution, delivery, and performance by Borrower of
this Agreement and the execution, delivery, and performance by Borrower
and any corporate guarantor or corporate subordinating creditor of any
instrument or agreement required under this Agreement, as appropriate,
have been duly authorized;
2.9 Any other document which is deemed by the Bank to be required from time
to time to evidence loans or to effect the provisions of this
Agreement;
2.10 If requested by Bank, a written legal opinion expressed to Bank, of
counsel for Borrower as to the matters set forth in sections 3.1 and
3.2, and to the best of such counsel's knowledge after reasonable
investigation, the matters set forth in sections 3.3, 3.5, 3.6, 3.7,3.8
and such other matters as the Bank may reasonably request; N/A
2.11 Pay or reimburse Bank for any out-of-pocket expenses expended in making
or administering the loans made hereunder including without limitation
attorney's fees (including allocated costs of in-house counsel);
+2.12 Other (describe): N/A
Page 2
3. Representations and Warranties. Borrowers represents and warrants to Bank,
except as Borrower has disclosed to Bank in writing, as of the date of this
Agreement and hereafter so long as credit granted under this Agreement is
available and until full and final payment of all sums outstanding under
this Agreement and promissory notes that:
+3.1 Borrower is duly organized and existing under the laws of the state
of its organization as a:
General Limited Sole
X Corporation Partnership Partnership Proprietorship
--- --- --- ---
dba-----------
Borrower is properly licensed and in good standing in each state in
which Borrower is doing business and Borrower has qualified under,
and complied with, where required, the fictitious or trade name
statutes of each state in which Borrower is doing business, and
Borrower has obtained all necessary government approvals for its
business activities; the execution, delivery, and performance of this
Agreement and such notes and other instruments required herein are
within Borrower's powers, have been duly authorized, and, as to
Borrower and any guarantor, are not in conflict with the terms of any
charter, bylaw, or other organization papers of Borrower, and this
Agreement, such notes and the loan documents are valid and
enforceable according to their terms;
3.2 The execution, delivery, and performance of this Agreement, the loan
documents and any other instruments are not in conflict with any law
or any indenture, agreement or undertaking to which Borrower is a
party or by which Borrower is bound or affected;
3.3 Borrower has title to each of the properties and assets as reflected
in its financial statements (except such assets which have been sold
or otherwise disposed of in the ordinary course of business), and no
assets or revenues of the Borrower are subject to any lien except as
required or permitted by this Agreement, disclosed in its financial
statements or otherwise previously disclosed to Bank in writing;
3.4 All financial information, statements as to ownership of Borrower and
all other statements submitted by Borrower to Bank, whether
previously or in the future, are and will be true and correct in all
material respects upon submission and are and will be complete upon
submission insofar as may be necessary to give Bank a true and
accurate knowledge of the subject matter thereof;
3.5 Borrower has filed all tax returns and reports as required by law to
be filed and has paid all taxes and assessments applicable to
Borrower or to its properties which are presently due and payable,
except those being contested in good faith;
3.6 There are no proceedings, litigation or claims (including unpaid
taxes) against Borrower pending or, to the knowledge of the Borrower,
threatened, before any court or government agency, and no other event
has occurred which may have a material adverse effect on Borrower's
financial condition;
3.7 There is no event which is, or with notice or lapse of time, or both,
would be, an Event of Default (as defined in Section 7) under this
Agreement;
3.8 Borrower has exercised due diligence in inspecting Borrower's
properties for hazardous wastes and hazardous substances. Except as
otherwise previously disclosed and acknowledged to Bank in writing:
(a) during the period of Borrower's ownership of Borrower's
properties, there has been no use, generation, manufacture, storage,
treatment, disposal, release or threatened release of any hazardous
waste or hazardous substance by any person in, on, under or about any
Borrower's properties: (b) Borrower has no actual or constructive
knowledge that there has been any use, generation, manufacture,
storage, treatment, disposal, release or threatened release of any
hazardous waste or hazardous substance by any person in, on, under or
about any of Borrower's properties by any prior owner or occupant of
any of Borrower's properties; and (c) Borrower has no actual or
constructive notice of any actual or threatened litigation or claims
of any kind by any person relating to such matters. The terms
"hazardous waste(s)," "hazardous substance(s)," "disposal,"
"release," and "threatened release" as used in this Agreement shall
have the same meanings as set forth in the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as
amended, 42 U.S.C. Section 9601, et seq., the Superfund Amendments
and Reauthorization Act of 1986, as amended, Pub. L. No. 99-499, the
Hazardous Materials Transportation Act, as
Page 3
amended, 49 U.S.C.Section 1801, et seq., the Resource Conservation and
Recovery Act, as amended, 49 U.S.C. Section 6901, et seq., or other
applicable state or federal laws, rules or regulations adopted pursuant
to any of the foregoing.
3.9 Each chief place of business of Borrower, and the office or offices
where Borrower keeps its records concerning any of the collateral is
located at: N/A
4. Affirmative Covenants. So long as credit granted under this Agreement is
available and until full and final payment of all sums outstanding under this
Agreement and promissory note(s) Borrower will:
+4.1 Use the proceeds of the loans covered by this Agreement only in
connection with Borrower's business activities and exclusively for the
following purposes: Working capital and general corporate purposes.
----------------------------------------------
+4.2 Maintain current assets in an amount at least equal to 1.50 times
----
current liabilities. Current assets and current liabilities shall be
determined in accordance with generally accepted accounting principles
and practices, consistently applied;
+4.3 Maintain on a quarterly basis a tangible net worth of at least
$24,000,000 until December 31, 1997 at which time Borrower shall
----------------------------------------------------------------
maintain a tangible net worth of at least $27,000,000 thereafter and not
----------------------------------------------------------------
permit Borrower's total indebtedness which is not subordinated in a
manner satisfactory to Bank to exceed 1.20 times Borrower's tangible net
----
worth. "Tangible net worth" means the excess of total assets over total
liabilities, excluding, however, from the determination of total assets
(a) all assets which should be classified as intangible assets such as
goodwill, patents, trademarks, copyrights, franchises, and deferred
charges (including unamortized debt discount and research and
development costs), (b) treasury stock, (c) cash held in a sinking or
other similar fund established for the purpose of redemption or other
retirement of capital stock, (d) to the extent not already deducted from
total assets, reserves for depreciation, depletion, obsolescence or
amortization of properties and other reserves or appropriations of
retained earnings which have been or should be established in connection
with the business conducted by the relevant corporation, and (e) any
revaluation or other write-up in book value of assets subsequent to the
fiscal year of such corporation last ended at the date of this
Agreement;
4.4 N/A
+4.5 Promptly give written notice to Bank of: (a) all litigation and claims
made or threatened affecting Borrower where the amount is $500,000 or
--------
more; (b) any substantial dispute which may exist between Borrower and
any governmental regulatory body or law enforcement authority; (c) any
Event of Default under this Agreement or any other agreement with Bank
or any other creditor or any event which become an Event of Default; and
(d) any other matter which has resulted or might result in a material
adverse change in Borrower's financial condition or operations;
+4.6 Borrower shall as soon as available, but in any event within 120 days
---
following the ended of each Borrower's fiscal years and within 45 days
--
following the end of each quarter provide to Bank, in a form
-------
satisfactory to Bank such financial statements, Form 10-K Reports and
Form 10-Q Reports and other information respecting the financial
condition and operations of Borrower as Bank may reasonably request.
Borrower's fiscal year financial statement shall be audited by an
independent certified public accounting firm and bear an unqualified
opinion.
4.7 Borrower will maintain in effect insurance with responsible insurance
companies in such amounts and against such risks as is customarily
maintained by persons engaged in businesses similar to that of Borrower
and all policies covering property given as security for the loans shall
have loss payable clauses in favor of Bank. Borrower agrees to deliver
to Bank such evidence of insurance as Bank may reasonably require and,
within thirty (30) days after notice from Bank, to obtain such
additional insurance with an insurer satisfactory to the Bank;
4.8 Borrower will pay all indebtedness taxes and other obligations for which
the Borrower is liable or to which its income or property is subject
before they shall become delinquent, except any which is being contested
by the Borrower in good faith;
4.9 Borrower will continue to conduct its business as presently constituted,
and will maintain and preserve all rights, privileges and franchises now
enjoyed, conduct Borrower's
Page 4
business in an orderly, efficient and customary manner, keep all
Borrowers properties in good working order and condition, and from
time to time make all needed repairs, renewals or replacements so
that the efficiency of Borrower's properties shall be fully
maintained and preserved;
4.10 Borrower will maintain adequate books, accounts and records and
prepare all financial statements required hereunder in accordance
with generally accepted accounting principles and practices
consistently applied, and in compliance with the regulations of any
governmental regulatory body having jurisdiction over Borrower or
Borrower's business;
4.11 Borrower will permit representatives of Bank to examine and make
copies of the books and records of Borrower and to examine the
collateral of the Borrower at reasonable times;
4.12 Borrower will perform, on request of Bank, such acts as may be
necessary or advisable to perfect any lien or security interest
provided for herein or otherwise carry out the intent of this
Agreement;
4.13 Borrower will comply with all applicable federal, state
and municipal laws, ordinances, rules and regulations relating to its
properties, charters, businesses and operations, including compliance
with all minimum funding and other requirements related to any of
Borrower's employee benefit plans.
4.14 Borrower will permit representatives of Bank to enter onto Borrower's
properties to inspect and test Borrower's properties as Bank, in its
sole discretion, may deem appropriate to determine Borrower's
compliance with section 5.8 of this Agreement; provided however, that
any such inspections and tests shall be for Bank's sole benefit and
shall not be construed to create any responsibility or liability on
the part of Bank to Borrower or to any third party.
4.15 In the event Borrower elects to convert the loan represented by the
Note from a revolving loan to a term loan, Borrower shall maintain
minimum Cash Flow coverage of at least 1.20:1. Cash Flow coverage
shall be defined as Net Income plus Depreciation and Amortization
divided by scheduled principal payments of long-term debt plus
interest expense on a four quarter trailing average, tested
quarterly.
5. Negative Covenants. So long as credit granted under this Agreement is
available and until full and final payment of all sums outstanding under
this Agreement and promissory note(s):
+5.1 N/A;
5.2 Borrower will not, without the prior written consent of Bank,
mortgage, assign, or otherwise encumber any of Borrower's assets, nor
sell, transfer or otherwise hypothecate any such assets except in the
ordinary course of business. Borrower shall not guaranty, endorse,
co-sign, or otherwise become liable upon the obligations of others,
except by the endorsement of negotiable instruments for deposit or
collection in the ordinary course of business. For purposes of this
paragraph, the sale or assignment of accounts receivable, or the
granting of a security interest therein, shall be deemed the
incurring of indebtedness for borrowed money.
+5.3 N/A;
5.4 Borrower will not, without Bank's prior written consent, declare any
dividends on shares of its capital stock, or apply any of its assets
to the purchase, redemption or other retirement of such shares, or
otherwise amend its capital structure;
+5.5 N/A;
5.6 Borrower will not liquidate or dissolve or enter into any
consolidation, merger, pool, joint venture, syndicate or other
combination, or sell, lease, or dispose of Borrower's business assets
as a whole or such as in the opinion of Bank constitute a substantial
portion of Borrower's business or assets;
5.7 Borrower will not engage in any business activities or operations
substantially different from or unrelated to present business
activities or operations; and
5.8 Borrower, and Borrower's tenants, contractors, agents or other
parties authorized to use any of Borrower's properties, will not use,
generate, manufacture, store, treat, dispose of, or release any
hazardous substance or hazardous waste in, on, under or about any of
Borrower's properties, except as previously disclosed to Bank in
writing as provided in section 3.8; and any such activity shall be
conducted in compliance with all applicable federal, state and local
laws, regulations and ordinances, including without limitation those
described in section 3.8.
Rev. 11/93
Page 5
6. Waiver, Release and Indemnification. Borrower hereby:
(a) releases and waives any claims against Bank for indemnity or
contribution in the event Borrower becomes liable for cleanup or other
costs under any of the applicable federal, state or local laws,
regulations or ordinances, including without limitation those described in
section 3.8, and (b) agrees to indemnify and hold Bank harmless from and
against any and all claims, losses, liabilities, damages, penalties and
expenses which Bank may directly or indirectly sustain or suffer resulting
from a breach of (i) any of Borrower's representations and warranties with
respect to hazardous wastes and hazardous substances contained in section
3.8, or (ii) section 5.8. The provisions of this section 6 shall survive
the full and final payment of all sums outstanding under this Agreement
and promissory notes and shall not be affected by Bank's acquisition of
any interest in any of the Borrower's properties, whether by foreclosure
or otherwise.
7. Events of Default. The occurrence of any of the following events ("Events
of Default") shall terminate any and all obligations on the part of Bank to
make or continue the loan and/or line of credit and, at the option of Bank,
shall make all sums of interest and principal outstanding under the loan
and/or line of credit immediately due and payable, without notice of
default, presentment or demand for payment, protest or notice of non
payment or dishonor, or other notices or demands of any kind or character,
all of which are waived by Borrower, and Bank may proceed with collection
of such obligations and enforcement and realization upon all security which
it may hold and to the enforcement of all rights hereunder or at law:
7.1 The Borrower shall fail to pay when due any amount payable by it
hereunder on any loans or notes executed in connection herewith;
7.2 Borrower shall fail to comply with the provisions of any other
covenant, obligation or term of this Agreement for a period of fifteen
(15) days after the earlier of written notice thereof shall have been
given to the Borrower by Bank or Borrower or any Guarantor has
knowledge of an Event of Default or an event that can become an Event
of Default;
7.3 Borrower shall fail to pay when due any other obligation for borrowed
money, or to perform any term or covenant on its part to be performed
under any agreement relating to such obligation or any such other debt
shall be declared to be due and payable and such failure shall
continue after the applicable grace period;
7.4 Any representation or warranty made by Borrower in this Agreement or
in any other statement to Bank shall prove to have been false or
misleading in any material respect when made;
7.5 Borrower makes an assignment for the benefit of creditors, files a
petition in bankruptcy, is adjudicated insolvent or bankrupt,
petitions to any court for a receiver or trustee for Borrower or any
substantial part of its property, commences any proceeding relating to
the arrangement, readjustment, reorganization or liquidation under any
bankruptcy or similar laws, or if there is commenced against the
Borrower any such proceedings which remain undismissed for a period of
thirty (30) days or, if Borrower by any act indicates its consent or
acquiescence in any such proceeding or the appointment of any such
trustee or receiver;
+7.6 Any judgment attaches against Borrower or any of its properties for an
amount in excess of $500,000 which remains unpaid, unstayed on appeal,
--------
unbonded, or undismissed for a period of thirty (30) days;
7.7 Loss of any required government approvals, and/or any governmental
regulatory authority takes or institutes action which, in the opinion
of Bank, will adversely affect Borrower's condition, operations or
ability to repay the loan and/or line of credit;
7.8 Failure of Bank to have a legal, valid and binding first lien on, or a
valid and enforceable prior perfected security interest in, any
property covered by any deed of trust or security agreement required
under this Agreement;
7.9 Borrower ceases to exist as a going concern;
7.10 Occurrence of an extraordinary situation which gives Bank reasonable
grounds to believe that Borrower may not, or will be unable to,
perform it obligations under this or any other agreement between Bank
and Borrower; or
7.11 Any of the preceding events occur with respect to any guarantor of
credit under this Agreement, or such guarantor dies or becomes
incompetent, unless the obligations arising under the guaranty and
related agreements have been unconditionally assumed by the
guarantor's estate in a manner satisfactory to Bank.
Rev. 11/93 Page 6
8. SUCCESSORS; WAIVERS. Notwithstanding the Events of Default above, this
Agreement shall be binding upon and inure to the benefit of Borrower and
Bank, their respective successors and assigns, except that Borrower may
not assign its rights hereunder. No consent or waiver under this Agreement
shall be effective unless in writing and signed by the Bank and shall not
waive or affect any other default, whether prior or subsequent thereto,
and whether of the same or different type. No delay or omission on the
part of the Bank in exercising any right shall operate as a waiver of such
right or any other right.
9. ARBITRATION.
9.1 At the request of either Bank or Borrower any controversy or claim
between the Bank and Borrower, arising from or relating to this
Agreement or any Loan Document executed in connection with this
Agreement or arising from any alleged tort shall be settled by
arbitration in King County Washington. The United States Arbitration
Act will apply to the arbitration proceedings which will be
administered by the American Arbitration Association under its
commercial rules of arbitration except that unless the amount of the
claim(s) being arbitrated exceeds $5,000,000 there shall be only one
arbitrator. Any controversy over whether an issue is arbitrable shall
be determined by the arbitrator(s). Judgment upon the arbitration
award may be entered in any court having jurisdiction. The
institution and maintenance of any action for judicial relief or
pursuit of a provisional or ancillary remedy shall not constitute a
waiver of the right of either party, including plaintiff, to submit
the controversy or claim to arbitration if such action for judicial
relief is contested.
For purposes of the application of the statute of limitations the
filing of an arbitration as provided herein is the equivalent of
filing a lawsuit and the arbitrator(s) will have the authority to
decide whether any claim or controversy is barred by the statute of
limitations, and if so, to dismiss the arbitration on that basis. The
parties consent to the joinder in the arbitration proceedings of any
guarantor, hypothecator or other party having an interest related to
the claim or controversy being arbitrated.
9.2 Notwithstanding the provisions of Section 9.1, no controversy or
claim shall be submitted to arbitration without the consent of all
parties if at the time of the proposed submission, such controversy
or claim arises from or relates to an obligation secured by real
property;
9.3 No provision of this Section 9 shall limit the right of the Borrower
or the Bank to exercise self-help remedies such as setoff,
foreclosure or sale of any collateral, or obtaining any ancillary
provisional or interim remedies from a court of competent
jurisdiction before, after or during the pendency of any arbitration
proceeding. The exercise of any such remedy does not waive the right
of either party to request arbitration. At Bank's option foreclosure
under any deed of trust may be accomplished by exercise of the power
of sale under the deed of trust or judicial foreclosure as a
mortgage.
10. COLLECTION ACTIVITIES, LAWSUITS AND GOVERNING LAW. Borrower agrees to pay
Bank all costs and expenses (including reasonable attorney's fees and the
allocated cost for in-house legal services incurred by Bank), to enforce
this Agreement, any notes or any Loan Documents pursuant to this
Agreement, whether or not suit is instituted. If suit is instituted by
Bank to enforce this Agreement or any of these documents, Borrower
consents to the personal jurisdiction of the Courts of the State of
Washington and Federal Courts located in the State of Washington. Borrower
further consents to the venue of this suit, being laid in King County,
Washington. This Agreement and any notes and security agreements entered
into pursuant to this Agreement shall be construed in accordance with the
laws of the State of Washington.
+11. ADDITIONAL PROVISIONS. Borrower agrees to the additional provisions set
forth immediately following this Section 11 or on any Exhibit attached to
and hereby incorporated into Agreement. This Agreement supersedes all oral
negotiations or agreements between Bank and Borrower with respect to the
subject matter hereof and constitutes the entire understanding and
Agreement of the matters set forth in this Agreement.
11.1 If any provision of this Agreement is held to be invalid or
unenforceable, then (a) such provision shall be deemed modified if
possible, or if not possible, such provision shall be deemed
stricken, and (b) all other provisions shall remain in full force
and effect.
11.2 If the imposition of or any change in any law, rule, or regulation
guideline or the interpretation or application of any thereof by any
court of administrative or governmental
Page 7
authority (including any request or policy whether or not having the
force of law) shall impose or modify any taxes (except U.S. federal,
state or local income or franchise taxes imposed on Bank), reserve
requirements, capital adequacy requirements or other obligations which
would: (a) increase the cost to Bank for extending or maintaining any
loans and/or line of credit to which this Agreement relates, (b) reduce
the amounts payable to Bank under this Agreement, such notes and other
instruments, or
(c) reduce the rate of return on Bank's capital as a consequence of
Bank's obligations with respect to any loan and/or line of credit to
which this Agreement relates, then Borrower agrees to pay Bank such
additional amounts as will compensate Bank therefor, within five (5) days
after Bank's written demand for such payment, which demand shall be
accompanied by an explanation of such imposition or charge and a
calculation in reasonable detail of the additional amounts payable by
Borrower, which explanation and calculations shall be conclusive, absent
manifest error.
11.3 Bank may sell participations in or assign this loan in whole or in part
without notice to Borrower and Bank may provide information regarding the
Borrower and this Agreement to any prospective participant or assignee.
If a participation is sold or the loan is assigned the purchaser will
have the right of set off against the Borrower and may enforce its
interest in the Loan irrespective of any claims or defenses the Borrower
may have against the Bank.
12. Notices. Any notices shall be given in writing to the opposite party's
signature below or as that party may otherwise specify in writing.
13. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO
-----------------------------------------------------------------------
FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER
---------------------------------------------------------------------
WASHINGTON LAW.
---------------
This Business Loan Agreement (Parts A and B) executed by the parties on
_____________, 1996. Borrower acknowledges having read all of the provisions of
this Agreement and Borrower agrees to its terms.
SEAFIRST BANK
Western Commercial Banking Division, Team 2
By: -------------------------------
Xxxxxx X. Xxxxx, Vice President
Address: 00000 X.X. 0xx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
PHAMIS, INC.
By: ------------------------------- Title: -----------------------------
By: ------------------------------- Title: -----------------------------
Address: 0000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxx Xxxxx 0000
Phone: (000) 000-0000
Fax: (000) 000-0000
Page 8
[LOGO OF SEAFIRST BANK]
LOAN MODIFICATION AGREEMENT
--------------------------------------------------------------------------------
This agreement amends the REVOLVING NOTE dated June 7, 1995 ("Note") executed by
PHAMIS, INC. (together if more than one "Borrower") in favor of Bank of America
NW, N.A. doing business as SEAFIRST BANK, successor by name change to Seattle-
First National Bank ("Bank"), regarding a loan in the maximum principal amount
of $5,000,000.00 (the "Loan"). All references to "Seattle-First National Bank"
in any of the loan documents entered into by Borrower with regard to the Loan
are hereafter deemed to be references to Bank. For mutual consideration,
Borrower and Bank agree to amend the Note as follows:
1. Maturity Date. The maturity date of the Note is changed to June 1,
-------------
1998. Bank's commitment to make advances to Borrower under its line of
credit is also extended to June 1, 1998.
2. Other Terms. Except as specifically amended by this agreement or any
-----------
prior amendment, all other terms, conditions, and definitions of the Note,
and all other security agreements, guaranties, deeds of trust, mortgages,
and other instruments or agreements entered into with regard to the Loan
shall remain in full force and effect.
This agreement is dated May 29, 1996.
Bank: SEAFIRST BANK
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxx
-----------------------------------------
Title: Vice President
----------------------------------------
Borrower: PHAMIS, INC.
Signature: /s/ Xxxxx X. Sample
------------------------------------
By: Xxxxx X. Sample
-------------------------------------------
Title: President & C.E.O.
----------------------------------------
