EXTENSION AGREEMENT
This modification agreement is dated as of September 30, 1995, and is
among MEDITE CORPORATION, a Delaware corporation ("Medite"), UNITED STATES
NATIONAL BANK OF OREGON ("U.S. Bank"), NATIONSBANK OF NORTH CAROLINA, N.A.
("NationsBank"), and SOCIETE GENERALE, SOUTHWEST AGENCY ("Soc Gen").
Recitals
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A. Medite and U.S. Bank are the original parties to a Loan Agreement
dated as of July 16, 1993 (the "1993 Loan Agreement"). U.S. Bank, NationsBank,
Soc Gen, and Medite are parties to an Assignment and Co-Lender Agreement dated
as of April 5, 1994, under which NationsBank and Soc Gen became parties to the
1993 Loan Agreement. U.S. Bank, NationsBank, Soc Gen, and Medite are also
parties to a Loan Extension Agreement dated as of September 30, 1994, and to a
Modification Agreement dated as of February 14, 1995. U.S. Bank, NationsBank,
and Soc Gen are referred to individually as a "Lender" and collectively as the
"Lenders." All capitalized terms that are not defined in this agreement are used
as they are defined in the 1993 Loan Agreement. Medite has issued a Term Loan
Note and an Operating Loan Note to each Lender to evidence its liability to
repay the Credit Facilities provided by each Lender to Medite.
C. The parties desire to extend the Maturity of the Operating Line Facility to
September 30, 1997.
NOW, THEREFORE, it is agreed that:
1. Medite represents and warrants to Lenders that:
a. The representations and warranties made by Medite in the 1993 Loan
Agreement continue to be true and correct in all material respects as
of the date hereof,
b. Medite is not in default in any material respect of its obligations
under the 1993 Loan Agreement, the Term Loan Notes, or the Operating
Line Notes;
c. Neither the issuance (signing and delivery) nor performance of this
Extension Agreement by Medite will violate or constitute a default
under or breach of any law, regulation, rule, license, pen-nit, order,
agreement, instrument, indenture, undertaking, or similar legal or
contractual duty applicable to Medite that might reasonably be
anticipated to result in a material adverse change in the financial
condition, business operations, or property of Medite;
d. Medite has been duly authorized by its board of directors to issue and
perform this Extension Agreement;
e. This Extension Agreement has been issued by a duly authorized
representative of Medite; and
f. The Operating Line Notes, as extended by this Extension Agreement, are
the legally valid and binding obligations of Medite which are
enforceable in accordance with their terms subject to the effect of
bankruptcy, insolvency, reorganization, moratorium, or other similar
laws affecting the rights and remedies of creditors generally and
general principles of equity whether applied by a court of law or
equity.
2. The Maturity of the operating Line is hereby extended to September 30, 1997.
3. All of the terms and conditions of the 1993 Loan Agreement, the Notes, and
the Loan Documents, as modified and extended, will continue in full force
and effect as hereby extended. This Extension Agreement is one of the Loan
Documents.
4. Medite will reimburse Agent upon written request for its reasonable and
necessary out-ofpocket costs and expenses in negotiating, preparing, and
issuing this Extension Agreement-
For convenience, this Extension Agreement may be signed in one or more
counterparts, but all such counterparts constitute just one agreement.
UNITED STATES NATIONAL BANK MEDITE CORPORATION
OF OREGON
By /s/ Janice T. Thede By /s/ Michael A. Snetzer
--------------------------------- ----------------------------------
Janice T. Thede Michael A. Snetzer
Vice President Chairman of the Board
NATIONSBANK OF NORTH SOCIETE GENERALE,
CAROLINA, N.A. SOUTHWEST AGENCY
By /s/ Michael O. Lincoln
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By /s. Richard M. Lewis
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Michael O. Lincoln
Richard M. Lewis
Senior Vice President
Vice President