EXHIBIT 10.v
JOINDER AGREEMENT
Joinder Agreement, dated as of May 31, 1995, to that certain (i)
Blocked Account Agreement (Concentration Account) (the "Concentration Account
Agreement") dated October 31, 1994 among Liberty Bank and Trust Company of
Tulsa, National Association (the "Bank"), C.I.S. Technologies, Inc. (the
"Parent"), C.I.S., Inc. and Hospital Billing Analysis, Inc. (collectively, the
"Borrowers"), and General Electric Capital Corporation (the "Lender") and (ii)
Lockbox Account Agreement (the "Lockbox Account Agreement") dated October 31,
1994 among the Bank, the Parent, the Borrowers and the Lender.
W I T N E S S E T H:
WHEREAS, the Parent, the Borrowers and the Lender are parties to that
certain Credit Agreement, dated as of October 15, 1994, as amended by the First
Amendment referred to below (as further amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"; terms defined therein unless
otherwise defined herein being used herein as therein defined);
WHEREAS, in connection with the Credit Agreement and the requirements
thereof, the Parent, the Borrowers, the Bank and the Lender entered into the
Concentration Account Agreement and the Lockbox Account Agreement;
WHEREAS, the Borrowers, the Parent and the Lender have entered into
the First Amendment to Credit Agreement (the "First Amendment"), dated as of May
31, 1995;
WHEREAS, Lender has required as a condition to the effectiveness of
the First Amendment that AMSC, Inc. ("AMSC") and Hospital Cost Consultants, Inc.
("HCCI") join and become parties to the Concentration Account Agreement and the
Lockbox Account Agreement; and
WHEREAS, in connection with such joinder it is necessary that certain
modifications be made to the Concentration Account Agreement and the Lockbox
Account Agreement;
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NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. JOINDER. In accordance with the requirements of the First
Amendment, each of AMSC and HCCI by its signature below becomes one of the
entities comprising the "Company" as defined in, and under each of, the
Concentration Account Agreement and the Lockbox Account Agreement with the same
force and effect as if originally named therein as one of such entities and each
of AMSC and HCCI hereby agrees to all the terms and provisions of the
Concentration Account Agreement and the Lockbox Account Agreement applicable to
it as the Company thereunder. Each reference to the "Company" in the
Concentration Account Agreement and the Lockbox Account Agreement shall be
deemed to include AMSC and HCCI. The Concentration Account Agreement and the
Lockbox Account Agreement are hereby incorporated herein by reference.
SECTION 2. AMENDMENT TO SECTION 2(B) OF LOCKBOX ACCOUNT AGREEMENT.
Section 2(b) of the Lockbox Account Agreement is hereby amended by deleting the
portion of such Section contained after the colon therein and inserting in lieu
thereof the following:
"Description of Lockbox Agreement with
Lockbox the Bank
p.o. lockbox #94891
p.o. lockbox #94924
p.o. lockbox #94589
p.o. lockbox #94893 Lockbox Service Agreement dated May 23, 1995
p.o. lockbox #94210 Lockbox Service Agreement dated May 23, 1995
SECTION 3. AMENDMENT TO TERM SECURITY AGREEMENT. The term "Security
Agreement" contained in each of the Concentration Account Agreement and the
Lockbox Account Agreement is hereby deemed amended to include not only the
security agreement currently referred to therein but also the Subsidiary
Security Agreement executed by AMSC, the Accounts Security Agreement and any
other security agreement executed by HCCI in the future in accordance with the
requirements of the Credit Agreement. By execution of this Agreement, the
Parent, the Borrowers, HCCI, AMSC and the
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Lender hereby renotify the Bank of the information (after giving effect to the
modification of the term "Security Agreement" set forth above) set forth in the
first paragraph of Section 3 of each of the Concentration Account Agreement and
the Lockbox Account Agreement, and the Parent, the Borrowers, HCCI, AMSC and the
Bank hereby confirm and acknowledge and agree to such notice.
SECTION 4. REPRESENTATIONS AND WARRANTIES. Each of the Parent, the
Borrowers, HCCI and AMSC represents and warrants to the Lender that this Joinder
Agreement has been duly authorized, executed and delivered by it and constitutes
its legal, valid and binding obligation, enforceable against it in accordance
with its terms, subject to the effects of applicable bankruptcy, insolvency or
similar laws effecting creditors' rights generally and equitable principles of
general applicability.
SECTION 5. Counterparts. This Joinder Agreement may be executed in
two or more counterparts, each of which shall constitute an original, but all of
which, when taken together, shall constitute but one instrument. This Joinder
Agreement shall become effective when the Lender shall have received
counterparts of this Joinder Agreement that, when taken together, bear the
signatures of parties hereto.
SECTION 6. LIMITED EFFECT. Except as expressly supplemented and
amended hereby, each of the Concentration Account Agreement and the Lockbox
Account Agreement shall be unmodified and shall continue to be in full force and
effect in accordance with its terms.
SECTION 7. GOVERNING LAW. THIS JOINDER AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. SEVERABILITY. In case any one or more of the provisions
contained in this Joinder Agreement should be held invalid, illegal or
unenforceable in any respect, none of the parties hereto shall be required to
comply with such provision for so long as such provision is held to be invalid,
illegal or unenforceable, but the validity, legality and enforceability of the
remaining provisions contained herein and in the Lockbox Account Agreement and
the Concentration Account Agreement shall not in any way be affected or
impaired. The parties hereto shall endeavor in good-faith to replace the
invalid, illegal or unenforceable provisions with valid provisions the
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economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.
IN WITNESS WHEREOF, the parties hereto have duly executed this Joinder
Agreement as of the day and year first above written.
LIBERTY BANK AND TRUST COMPANY OF
TULSA, NATIONAL ASSOCIATION
By /s/ Lloyd Stone
-------------------------------
Name: Lloyd Stone
Title:Vice President
C.I.S. TECHNOLOGIES, INC.
By /s/ Richard V. Souders
-------------------------------
Name: Richard V. Souders
Title: SR. Vice President
C.I.S., INC.
By /s/ Richard V. Souders
-------------------------------
Name: Richard V. Souders
Title: SR. Vice President
HOSPITAL BILLING ANALYSIS, INC.
By /s/ Phillip D. Kurtz
-------------------------------
Name: Phillip D. Kurtz
Title: Vice President
AMSC, INC.
By /s/ Richard A. Evans
-------------------------------
Name: Richard A. Evans
Title: Vice President
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HOSPITAL COST CONSULTANTS, INC.
By /s/ Phillip D. Kurtz
------------------------------
Name: Phillip D. Kurtz
Title: Vice President
GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/ Dan Pengue
------------------------------
Name:
Title:
THIS PAGE MUST BE KEPT AS THE LAST PAGE OF THE DOCUMENT.
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