EXHIBIT 10.2
$40,000,000.00 REVOLVING CREDIT LOAN
AMENDMENT NO. 1
TO
LOAN AND SECURITY AGREEMENT
originally dated as of June 27, 2002
by and among
IDX SYSTEMS CORPORATION,
IDX INFORMATION SYSTEMS CORPORATION,
IDX INVESTMENT CORPORATION and
EDIX CORPORATION
and
HELLER HEALTHCARE FINANCE, INC.
Amended as of June 19, 2003
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this "Amendment")
is made as of this 19th day of June, 2003, by and among IDX SYSTEMS CORPORATION,
a Vermont corporation ("IDX"), IDX INFORMATION SYSTEMS CORPORATION, a Vermont
corporation, IDX INVESTMENT CORPORATION, a Vermont corporation (collectively,
the "Continuing Borrower"), and EDIX CORPORATION, a Delaware corporation (the
"Withdrawing Borrower"; the Continuing Borrower and the Withdrawing Borrower are
sometimes collectively referred to herein as the "Borrower"), and HELLER
HEALTHCARE FINANCE, INC., a Delaware corporation ("Lender").
RECITALS
A. Pursuant to that certain Loan and Security Agreement dated June 27,
2002 (as amended hereby and as further amended, modified and restated from time
to time, collectively, the "Loan Agreement") by and among Borrower and Lender,
the parties have established certain financing arrangements that allow Borrower
to borrow funds from Lender in accordance with the terms and conditions set
forth in the Loan Agreement.
B. Borrower now wishes to effect the withdrawal of Withdrawing Borrower
as a Borrower under the Loan Agreement, and to make such further amendments as
are necessary to effect such transaction.
C. Capitalized terms used but not defined in this Amendment shall have
the meanings that are set forth in the Loan Agreement.
NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained in this Amendment, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Lender and Borrower have agreed to the following amendments to the Loan
Agreement:
1. WITHDRAWAL OF WITHDRAWING BORROWER. Lender, Continuing Borrower and
Withdrawing Borrower agree that Withdrawing Borrower shall no longer be party to
the Loan Agreement or the other Loan Documents and will not be bound by any of
the conditions, covenants, provisions, obligations, liabilities,
representations, warranties and other agreements set forth in the Loan Agreement
and other Loan Documents and is hereby released therefrom.
2. RELEASE OF LIENS. Lender hereby releases and discharges (a) all
Liens held by Lender in and to any and all of the assets, properties or
Collateral of the Withdrawing Borrower, and (b) the pledge of the outstanding
capital stock of the Withdrawing Borrower granted to Lender pursuant to the
Security Agreement, Stock Pledge and Assignment of Common Stock, dated as of
June 27, 2002, by and between IDX and Lender (the "Stock Pledge Agreement"). In
addition, Lender, Continuing Borrower and Withdrawing Borrower agree that the
Stock Pledge Agreement, and all assignments separate from certificate,
irrevocable proxies and simalar documents and agreements relating to arising
under the Stock Pledge Agreement, are hereby terminated.
3. OTHER AMENDMENTS TO LOAN AGREEMENT.
3.1. SECTION 7.11(A) OF LOAN AGREEMENT. Borrower and Lender
hereby agree that, for purposes of calculating "Intangible Assets" as defined in
Section 7.11(a) of the Loan Agreement, deferred amounts will not be included in
such amount for the first calendar quarter of 2003.
3.2. SECTION 7.11(B) OF LOAN AGREEMENT. Section 7.11(b) of
the Loan Agreement shall be amended and restated as follows:
"(b) Net Worth. Borrower, on a consolidated basis and
at the end of each calendar quarter, shall not at any time
during the Term permit its Tangible Net Worth to fall below
the amounts set forth below:
Quarter Amount
------- ------
Closing Date $180,000,000
June 30, 2002 $181,000,000
September 30, 2002 $184,000,000
December 31, 2002 $186,000,000
March 31, 2003 $180,000,000
June 30, 2003 $185,000,000
September 30, 2003 $190,000,000
December 31, 2003 $195,000,000
March 31, 2004 $210,000,000
June 30, 2004 $215,000,000
September 30, 2004 $224,000,000
December 31, 2004 $233,000,000
March 31, 2005 $240,000,000"
3.3. SECTION 7.11(D) OF LOAN AGREEMENT. Section 7.11(d) of
the Loan Agreement shall be amended and restated as follows:
"(d) Minimum Net Cash Flow. Borrower, on a
consolidated basis and at the end of each calendar quarter,
shall not at any time during the Term permit its Net Cash Flow
to fall below the amounts set forth below:
Quarter Amount
------- ------
June 30, 2002 ($ 750,000)
September 30, 2002 $ 750,000
December 31, 2002 $1,000,000
March 31, 2003 ($7,000,000)
June 30, 2003 $ 0
September 30, 2003 $4,000,000
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Quarter Amount
------- ------
December 31, 2003 $4,000,000
March 31, 2004 $5,000,000
June 30, 2004 $5,000,000
September 30, 2004 $5,000,000
December 31, 2004 $5,000,000
March 31, 2005 $5,000,000
Notwithstanding the foregoing, Lender hereby agrees that the
covenant for Minimum Net Cash Flow set forth in this Section
7.11(b) shall be waived for the calendar quarter beginning on
January 1, 2003 and ending on March 31, 2003."
3.4. SECTION 7.11(E) OF LOAN AGREEMENT. Section 7.11(e) of
the Loan Agreement shall be amended and restated as follows:
"(e) Capital Expenditure Limits. Borrower, on a
consolidated basis and at the end of each calendar year, shall
not at any time during the Term permit its Capital
Expenditures to be greater than the amounts set forth below:
Year Amount
---- ------
2002 $33,000,000
2003 $52,000,000
2004 $27,500,000
To the extent Borrower does not reach the Capital Expenditure
limit in Year 2002 or Year 2003, Borrower shall be permitted
to increase Capital Expenditures in Year 2003 and Year 2004,
respectively, by the amount of such "unused" Capital
Expenditures for the prior year. For example, if Borrower
incurs Capital Expenditures of $30,000,000 in Year 2002, then
Borrower shall be permitted to incur Capital Expenditures of
$55,000,000 in Year 2003."
4. CONFIRMATION OF REPRESENTATIONS AND WARRANTIES. Each of the
Continuing Borrowers hereby confirms that, after giving effect to the withdrawal
and releases set forth herein and except as modified by the updated Schedules
delivered pursuant to Section 5 below, all of the representations and warranties
set forth in Article IV of the Loan Agreement are true and correct with respect
to the Continuing Borrowers, and specifically represents and warrants to Lender
that it has good and marketable title to all of its respective Collateral, free
and clear of any lien or security interest in favor of any other person or
entity, except for Permitted Liens.
5. UPDATED SCHEDULES. As a condition precedent to Lender's agreement to
enter into this Amendment, and in order for this Amendment to be effective,
Continuing Borrower shall revise, update and deliver to Lender all Schedules to
the Loan Agreement to (a) reflect updated and accurate information with respect
to Continuing Borrower, and (b) to update all other information as necessary to
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make the Schedules previously delivered correct. Continuing Borrower hereby
represents and warrants that the information set forth on the attached Schedules
is true and correct as of the date of this Agreement. The attached Schedules are
hereby incorporated into the Loan Agreement as if originally set forth therein
and replace any corresponding Schedules attached to the original Loan Agreement.
6. RELEASE. Borrower hereby fully, finally, and absolutely and forever
releases and discharges Lender and its present and former directors,
shareholders, officers, employees, agents, representatives, successors and
assigns, and their separate and respective heirs, personal representatives,
successors and assigns, from any and all actions, causes of action, claims,
debts, damages, demands, liabilities, obligations, and suits, of whatever kind
or nature, in law or equity of Borrower, whether now known or unknown to
Borrower, and whether contingent or matured (collectively, "Claims") in respect
of the Loan Agreement, the Loan Documents, or the actions or omissions of Lender
in respect of the Loan Agreement and the Loan Documents that arise from events
occurring prior to the date of this Amendment, except to the extent caused by
Lender's gross negligence or willful misconduct.
7. COSTS. In consideration of the modifications agreed to by Lender
herein, Continuing Borrower hereby agrees to pay to Lender a modification fee
equal to Twenty-Five Thousand and No/100 Dollars ($25,000.00). Furthermore,
Continuing Borrower shall be responsible for the payment of all costs of Lender
incurred in connection with the preparation of this Amendment, including all
reasonable fees of Lender's in-house counsel, up to $5,000. Continuing Borrower
hereby authorizes Lender to deduct all of such fees set forth in this Section 7
from the proceeds of one or more of the next Revolving Credit Loan(s).
8. CONSENT. Lender hereby consents to the filing by Borrower of the
Loan Agreement and any Loan Documents with the Securities and Exchange
Commission.
9. FURTHER ASSURANCES. Lender also agrees to deliver such other
releases, documents and agreements as may reasonably be required to evidence the
release of all of the Collateral held by Withdrawing Borrower, at Withdrawing
Borrower's expense.
10. REFERENCE TO THE EFFECT ON THE LOAN AGREEMENT.
(a) Upon the effectiveness of this Amendment, each reference
in the Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or
words of similar import, and each reference in any other Loan Document to the
"Loan Agreement", shall, in each case, mean and be a reference to the Loan
Agreement as amended by this Amendment.
(b) Except as specifically amended above, the Loan Agreement,
and all other Loan Documents, shall remain in full force and effect, and are
hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided in this Amendment, operate as
a waiver of any right, power or remedy of Lender, nor constitute a waiver of any
provision of the Loan Agreement, or any other documents, instruments and
agreements executed or delivered in connection with the Loan Agreement.
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11. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of Maryland.
12. HEADINGS. Section headings in this Amendment are included for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
13. COUNTERPARTS. This Amendment may be executed in counterparts, and
both counterparts taken together shall be deemed to constitute one and the same
instrument.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed as of the date first written above.
WITNESS/ATTEST: LENDER:
-------
HELLER HEALTHCARE FINANCE, INC.,
a Delaware corporation
By: /s/ Lisa Lenderman By: /s/ Lindsay Rheaume (SEAL)
-------------------------- -----------------------------------
Name: Lisa Lenderman Name: Lindsay Rheaume
Title: Senior Counsel Title: Senior Vice President
CONTINUING BORROWER:
--------------------
IDX SYSTEMS CORPORATION,
a Vermont corporation
By: /s/ Diane L. Brown By: /s/ John A. Kane (SEAL)
------------------------- -----------------------------------
Name: Diane L. Brown Name: John A. Kane
Title: Senior Paralegal Title: Senior V.P., CFO and Treasurer
IDX INFORMATION SYSTEMS CORPORATION,
a Vermont corporation
By: /s/ Diane L. Brown By: /s/ John A. Kane (SEAL)
-------------------------- -------------------------------------
Name: Diane L. Brown Name: John A. Kane
Title: Senior Paralegal Title: Senior V.P. and Treasurer
IDX INVESTMENT CORPORATION,
a Vermont corporation
By: /s/ Diane L. Brown By: /s/ John A. Kane (SEAL)
-------------------------- -------------------------------------
Name: Diane L. Brown Name: John A. Kane
Title: Senior Paralegal Title: Senior V.P. and Treasurer
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WITHDRAWING BORROWER:
---------------------
EDIX CORPORATION,
a Delaware corporation
By: /s/ Diane L. Brown By: /s/ John A. Kane (SEAL)
---------------------------- -------------------------------------
Name: Diane L. Brown Name: John A. Kane
Title: Senior Paralegal Title: Senior V.P. and Treasurer
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