<PAGE> 1
EXHIBIT 10.1
FIRST AMENDMENT TO LOAN AGREEMENT
AND OTHER LOAN DOCUMENTS
This FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS (this
"First Amendment"), dated as of August ___, 2000, is among INFOCURE CORPORATION,
a Delaware corporation ("InfoCure Corporation"), INFOCURE SYSTEMS, INC., a
Georgia corporation ("InfoCure Systems"), THOROUGHBRED ACQUISITION, INC., a
Georgia corporation ("Thoroughbred") (InfoCure Corporation, InfoCure Systems and
Thoroughbred hereinafter sometimes hereinafter are referred to individually as a
"Borrower" and collectively as "Borrowers"), and FINOVA CAPITAL CORPORATION, a
Delaware corporation ("FINOVA"). All capitalized terms used but not elsewhere
defined herein shall have the respective meanings ascribed to such terms in
Section 1 below.
R E C I T A L S
A. Borrowers and FINOVA entered into that certain Loan Agreement
dated as of August 11, 1999 (as amended prior to the date hereof, the "Existing
Loan Agreement"), pursuant to which FINOVA, among other things, made certain
loans and other financial accommodations to Borrowers, subject to the terms and
conditions therein set forth.
B. Borrowers and FINOVA desire to amend the Existing Loan
Agreement and the other Loan Documents in certain respects, subject to the terms
and conditions herein set forth.
NOW, THEREFORE, in consideration of the foregoing and other mutual
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which hereby are acknowledged, and subject to the
terms and conditions hereof, Borrowers and FINOVA agree as follows:
1. DEFINITIONS. All capitalized terms used but not elsewhere
defined herein shall have the respective meanings ascribed to such terms in the
Existing Loan Agreement, as amended by this First Amendment.
2. AMENDMENTS TO THE EXISTING LOAN AGREEMENT. The Existing Loan
Agreement is amended as set forth below:
(I) SECTION 1.1 - ADDITIONAL DEFINITIONS. Section 1.1 of the
Existing Loan Agreement hereby is amended by adding the following definitions
thereto in the appropriate alphabetical order:
Cash Equivalents means (a) securities issued or fully
guaranteed or insured by the United States Government or any agency
thereof having maturities of not more than six (6) months from the date
of acquisition; (b) certificates of deposit, time deposits, repurchase
agreements, reverse repurchase agreements or bankers' acceptances
having in each case a tenor of not more than six (6) months, issued by
any U.S. commercial bank or any branch or agency of a non-U.S. bank
licensed to conduct business in the
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U.S. having combined capital and surplus of not less than $500,000,000;
and (c) commercial paper of an issuer rated at least A-1 by Standard &
Poor's Corporation or P-1 by Moody's Investors Service Inc. and in
either case having a tenor of not more than three (3) months.
Common Stock Purchase Agreement means that certain Common
Stock Purchase Agreement dated as of August __, 2000 between InfoCure
Corporation and Acqua Wellington North American Equities Fund, Ltd.
(II) WAIVER OF CERTAIN PROVISIONS OF THE EXISTING LOAN AGREEMENT.
Notwithstanding anything contained in the Existing Loan Agreement to the
contrary, Thoroughbred shall be permitted to sell to National Data Corporation
all of its assets used in the business of processing, printing and distributing
billing information for its medical practice customers and other related
activities, in each case conducted at and through its VitalWork's division's
Medpoint facility located in the State of Alabama (the "Sale"), and, if the
Borrowers shall have previously made the $5,000,000 mandatory prepayment of the
Loans as described in and in accordance with Paragraph 12 of this Amendment, the
Borrowers shall not be required to make a mandatory prepayment of the Loans in
accordance with paragraph (b) of Section 2.8.2 of the Existing Loan Agreement
with the proceeds thereof (provided, that, if the Borrower shall not have made
such $5,000,000 mandatory prepayment of the Loans prior to the consummation of
the Sale, the Borrowers shall be required to prepay the Loans with the proceeds
of the Sale in an amount equal to the lesser of (i) $5,000,000 and (ii) the
aggregate net proceeds of the Sale, in any case in accordance with such
Paragraph 12 of this Amendment) , in each case to the extent such Sale shall be
for fair market value, upon fair and reasonable terms and conducted on an
arm's-length basis.
(III) SECTION 2.8.3. Paragraph (a) of Section 2.8.3 of the Existing
Loan Agreement is deleted in its entirety and the following is substituted in
lieu thereof:
"(A) Any prepayment of the Principal Balance (other than a
prepayment made pursuant to subsection 2.8.2(a) and any partial
repayment of the Revolving Loan prior to the Term Conversion Date, but
specifically including any repayment or prepayment of the Revolving
Loan in full) occurring on or after January 1, 2001 shall be
accompanied by a payment (a "Prepayment Premium") of three percent (3%)
of the amount so prepaid (provided, that, with respect to any such
repayment or prepayment of the Revolving Loan in full, the Prepayment
Premium in respect thereof shall equal three percent (3%) of the
highest Principal Balance of the Revolving Loan that was outstanding
(i.e., the peak utilization of the Revolving Loan Commitment) during
the period from and including the Closing Date and ending on the date
such prepayment shall be made)."
(IV) SECTION 6.3.1. Section 6.3.1 of the Existing Loan Agreement is
deleted in its entirety and the following is substituted in lieu thereof:
"6.3.1 MONTHLY STATEMENTS. As soon as available and in any
event within
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thirty (30) days after the close of each month of each year:
(a) the consolidated balance sheet of Borrowers
and their Subsidiaries as of the end of such month, and
(b) the consolidated statements of operations of
Borrowers and their Subsidiaries and the consolidated
statements of cash flows of Borrowers and their Subsidiaries
for such month and for the period from the beginning of the
then current year to the end of such month,
all in reasonable detail, containing such information as Lender
reasonably may require, and certified by the Chief Financial Officer as
complete and correct, subject to normal year-end adjustments."
(V) SECTION 7.6. Section 7.6 of the Existing Loan Agreement is
deleted in its entirety and the following is substituted in lieu thereof:
"7.6 CAPITAL EXPENDITURES. Make or incur any Capital
Expenditures (other than (i) Acquisitions permitted hereunder, (ii) the
acquisition on the Closing Date of the Real Estate that is the subject
of the Real Estate Acquisition Documents and (iii) improvements on such
Real Estate to the extent otherwise permitted hereunder) if the
aggregate amount of Capital Expenditures of Borrowers and their
Subsidiaries for (a) the twelve-month period ended on any date
occurring on or before July 31, 2000 exceeds (or would exceed after
giving effect to the making thereof) $8,000,000 and (b) any period set
forth below exceeds the amount set forth below opposite such period:
<TABLE>
<CAPTION>
Period Maximum Amount
------ --------------
<S> <C>
August 1, 2000 through December 31, 2000 $1,971,018
January 1, 2001 through December 31, 2001 $4,500,000
January 1, 2002 through December 31, 2002 $5,800,000
January 1, 2003 through December 31, 2003 $6,200,000
January 1, 2004 through December 31, 2004 $7,300,000
Thereafter $ -0-"
</TABLE>
(VI) SECTION 7.21. Section 7.21 of the Existing Loan Agreement is
deleted in its entirety and the following is substituted in lieu thereof:
"7.21 ACQUISITIONS. Consummate, or permit any of its
Subsidiaries to consummate, any Acquisitions unless the following shall
have been satisfied in connection therewith:
(a) If any Borrower or any Subsidiary of any
Borrower desires to make an Acquisition, Borrowers shall
deliver, or cause to be delivered, to Lender, not less than
thirty (30) Business Days prior to the consummation of such
potential Acquisition, an acquisition summary with respect to
the Target
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and such potential Acquisition, such summary to include a
reasonably detailed description of the Target and its business
(including financial information) and operating results
(including financial statements), the terms and conditions,
including economic terms, of the proposed Acquisition, and
Borrowers' calculation of Pro Forma EBITDA of such Target;
(b) No Borrower shall consummate or permit any
of its Subsidiaries to consummate any Acquisition unless all
of the following conditions are satisfied:
(i) the Target must be in the same or
related line of business as Borrowers and provide
healthcare information systems services, must be a
domestic corporation, partnership or limited
liability company (and the seller must be a domestic
corporation, partnership or limited liability company
and the Target must be located within the United
States), must have generated positive Pro Forma
EBITDA for each of last two (2) years, the
transaction must be structured as an asset purchase
by, or merger with, a wholly-owned domestic
Subsidiary of a Borrower or a stock purchase by a
Borrower or a wholly-owned domestic Subsidiary of a
Borrower and Borrowers and its Subsidiaries shall
have complied with the provisions Section 6.15;
(ii) the Target must not have material
contingent liabilities unless either (x) such
liabilities are cash collateralized pursuant to
appropriate escrow arrangements or are covered by
insurance or (y) such liabilities, individually and
when combined with contingent liabilities of Targets
theretofore acquired by Borrower, do not exceed, in
the aggregate, $500,000;
(iii) (A) no Incipient Default or Event
of Default shall have occurred and be continuing or
would arise as a result of such Acquisition; (B) on a
pro forma basis after giving effect to such
Acquisition, including the incurrence or assumption
of Indebtedness in connection therewith and the
funding of any Advance (and utilizing Pro Forma
EBITDA for such Target), (y) the Leverage Ratio on a
pro forma basis shall not exceed 2.50 to 1.00 and (z)
the Total Debt Service Coverage Ratio on a pro forma
basis shall not be less than 1.50 to 1.00; and (C)
Borrowers shall have delivered to Lender a Compliance
Certificate completed on a pro forma basis after
giving effect to such Acquisition, including the
incurrence or assumption of Indebtedness in
connection therewith and the funding of any Advances,
and such Compliance Certificate shall demonstrate pro
forma compliance with the foregoing (for purposes of
this clause (iii), calculations on a "pro forma
basis" shall be on terms satisfactory to the Lender,
and may include calculations and determinations on a
historical, rolling twelve month
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basis and/or future projections);
(iv) Lender shall have approved and
consented to such Acquisition and Borrowers'
computation of Pro Forma EBITDA, which approval and
consent may be granted or withheld in Lender's sole
and absolute discretion (notwithstanding anything
contained herein to the contrary, Lender's consent
and approval shall be required in respect of any
Acquisition); and
(v) Borrowers shall have delivered to
Lender an audit of the Target and related Pro Forma
EBITDA performed by an accounting firm reasonably
acceptable to Lender, and, in any such case, the
results thereof shall have been satisfactory to
Lender, to the extent either (a) such an audit (or
similar audit or review) shall have been required by
the Securities Act or the Securities Exchange
Commission or (b) the respective acquisition cost
(including the fair market value of all non-cash
consideration) exceeds $15,000,000 (but only to the
extent any proceeds of the Loans shall be requested
in connection with the consummation of such
Acquisition).
(c) No later than ten (10) Business Days after
Lender's receipt of the acquisition summary, Lender will
notify Borrowers, in writing, whether or not Lender consents
to the proposed Acquisition on the terms set forth in the
acquisition summary. Any failure on the part of Lender either
to grant or deny approval and consent, in writing, the
proposed Acquisition within said ten (10) Business Day period
shall constitute the denial and withholding of approval and
consent by Lender of such Acquisition on the terms and
conditions set forth in the acquisition summary. If there is
any material change to the terms of any proposed Acquisition,
any adverse change in Pro Forma EBITDA or any other material
adverse change to the Target which is the subject of such
proposed Acquisition, Borrowers shall notify Lender of the
same and further approval and consent will be required, which
consent will be granted or denied within ten (10) Business
Days of receipt of written notice of such material change. Any
failure either to grant or deny approval and consent within
said ten (10) Business Day period shall constitute Lender's
denial of approval and consent.
(d) The foregoing provisions do not impair,
vitiate or affect the conditions to Lender's obligations to
fund Loans hereunder."
(VII) SECTION 7.17. Section 7.17 of the Existing Loan Agreement is
deleted in its entirety and the following is substituted in lieu thereof:
"7.17 MINIMUM NET WORTH. Permit Consolidated Net Worth as of
the last day of any quarter set forth below to be less than the amount
set forth below opposite such quarter:
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<TABLE>
<CAPTION>
Quarter Minimum Amount
------- --------------
<S> <C>
September 30, 2000 $ 76,200,000
December 31, 2000 $ 69,400,000
March 31, 2001 $ 61,000,000
June 30, 2001 $ 53,900,000
September 30, 2001 $ 48,400,000
December 31, 2001 $ 45,200,000
March 31, 2002 $ 43,900,000
June 30, 2002 $ 44,800,000
September 30, 2002 $ 47,900,000
December 31, 2002 $ 53,900,000
March 31, 2003 $ 62,500,000
June 30, 2003 $ 73,200,000
September 30, 2003 $ 86,800,000
December 31, 2003 $104,700,000
March 31, 2004 $125,600,000
June 30, 2004 $149,800,000
September 30, 2004 $177,200,000
December 31, 2004 $208,000,000"
</TABLE>
(VIII) SECTION 7.18. Section 7.18 of the Existing Loan Agreement is
deleted in its entirety and the following is substituted in lieu thereof:
"7.18 MAXIMUM LEVERAGE RATIO. Permit the Leverage Ratio,
during the period commencing on the Closing Date through June 30, 2000,
calculated as of the last day of any quarter during such period, to
exceed 2.50 to 1.00."
(IX) SECTION 7.19. Section 7.19 of the Existing Loan Agreement is
deleted in its entirety and the following is substituted in lieu thereof:
"7.19 MINIMUM TOTAL DEBT SERVICE COVERAGE RATIO. Permit the
Total Debt Service Coverage Ratio, during the period commencing on the
Closing Date through June 30, 2000, calculated as of the last day of
any quarter during such period, to be less than 1.50 to 1.00."
(X) SECTION 7.22. Section 7.22 of the Existing Loan Agreement is
deleted in its entirety and the following is substituted in lieu thereof:
"7.22 MINIMUM CURRENT RATIO. Permit the ratio of (i)
consolidated current assets of Borrowers and their Subsidiaries (other
than the Restricted Foreign Subsidiaries) as of any date to (ii)
consolidated current liabilities of Borrowers and their Subsidiaries
(other than the Restricted Foreign Subsidiaries), less the amount of
so-called "deferred revenues and customer deposits" of Borrowers as of
such date (but
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specifically including in such consolidated current liabilities the
amount of so-called "deferred revenues for signed contracts" of
Borrowers and their Subsidiaries as of such date), in each case as
accurately reflected on the financial statements of Borrowers and their
Subsidiaries, determined in accordance with GAAP as of such date, to be
less than 1.00 to 1.00."
(XI) ARTICLE VII. Article VII of the Existing Loan Agreement is
amended by adding the following Section 7.23 to such Article VII in the
appropriate numerical order:
"7.23 MINIMUM LIQUIDITY. Permit the sum of (i) cash and Cash
Equivalents of Borrowers and their Subsidiaries (other than Restricted
Foreign Subsidiaries) as of the last day of any quarter set forth
below, plus (ii) the lesser of (a) the aggregate amount of cash
proceeds that shall be immediately available to InfoCure Corporation
(or immediately available to InfoCure Corporation on the next
"Settlement Date" (as defined in the Common Stock Purchase Agreement)
under the Common Stock Purchase Agreement (subject to no conditions or
consent or approval rights of any Person thereunder that shall not be
deemed satisfied as of such date) in the event InfoCure Corporation
elects to "Draw Down" (as defined in the Common Stock Purchase
Agreement) on such date (net of reasonable out-of-pocket costs and
expenses paid or incurred in connection therewith in favor of any
Person not an Affiliate of any Borrower) and (b) $4,000,000, to the be
less than the amount set forth below opposite such date:
<TABLE>
<CAPTION>
Date Minimum Amount
---- --------------
<S> <C>
September 30, 2000 $15,800,000
December 31, 2000 $12,300,000
March 31, 2001 $13,100,000
June 30, 2001 $10,300,000
September 30, 2001 $ 6,700,000
December 31, 2001 $ 5,200,000
March 31, 2002 $ 6,200,000
June 30, 2002 $12,200,000
September 30, 2002 $18,800,000
December 31, 2002 $28,800,000"
</TABLE>
3. CONDITIONS TO EFFECTIVENESS. The effectiveness of this First
Amendment shall be subject to the satisfaction of all of the following
conditions in a manner, form and substance satisfactory to FINOVA:
(A) REPRESENTATIONS AND WARRANTIES. All of the
representations and warranties of Borrowers and their Subsidiaries set
forth in the Loan Documents, as amended hereby, shall be true and
correct in all material respects (except to the extent such
representations and warranties expressly refer to an earlier date, in
which case they shall be true and correct as of such earlier date).
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(B) DELIVERY OF DOCUMENTS. The following shall have been
delivered to FINOVA, each duly authorized and executed and in form and
substance satisfactory to FINOVA:
(1) this First Amendment;
(2) such evidence of the authority of Borrowers
and their Subsidiaries to execute, deliver and perform the
obligations under this First Amendment and the other
agreements, documents and instruments to be executed and
delivered by Borrowers and their Subsidiaries pursuant to the
terms of this First Amendment, as FINOVA reasonably may
require, including but not limited to certified copies of
resolutions duly adopted by the board of directors of each
Borrower and its Subsidiaries authorizing the execution and
delivery of, and performance of its obligations under, such
agreements, documents and instruments by such Borrower or
Subsidiary; and
(3) such other instruments, documents,
agreements, certificates, consents, waivers and opinions as
FINOVA reasonably may request.
(C) COMMON STOCK PURCHASE AGREEMENT AND THE PURCHASE AND
MARKETING AGREEMENT. The Borrowers shall have entered into (i) the
Common Stock Purchase Agreement and (ii) a Purchase and Marketing
Agreement with Dell Marketing L.P., and FINOVA shall have received
copies of such Common Stock Purchase Agreement and Purchase and
Marketing Agreement, certified by a duly authorized officer of the
Borrowers as being true, complete and correct.
(D) APPROVALS. The approval and/or consent shall have
been obtained from all Persons whose approval or consent is necessary
or required to enable Borrowers and their Subsidiaries to enter into
this First Amendment and the agreements, documents and instruments
delivered in connection herewith and to perform their obligations
hereunder;
(E) MATERIAL ADVERSE CHANGE. No event shall have occurred
since the date on which financial statements shall have been most
recently delivered to FINOVA under the terms of the Existing Loan
Agreement which has had or reasonably could be expected to have a
Material Adverse Effect.
(F) PERFORMANCE; NO DEFAULT. Borrowers and their
Subsidiaries shall have performed and complied with all agreements,
covenants and conditions contained in the Loan Documents to be
performed by or complied with by Borrowers and their Subsidiaries prior
to the date hereof, and no Event of Default or Incipient Default shall
exist.
(G) PROCEEDINGS AND DOCUMENTS. All corporate and other
proceedings in connection with the execution and delivery of this First
Amendment by Borrowers and
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their Subsidiaries shall be satisfactory to FINOVA, and FINOVA shall
have received all such counterpart originals or certified or other
copies of evidence of such as FINOVA may request.
(H) PAYMENT OF FEES AND EXPENSES. Borrowers shall have
paid (i) to FINOVA, a non-refundable amendment fee in the amount of
$250,000, which fee shall be deemed fully earned on the date hereof,
and (ii) all other fees and expenses of FINOVA incurred in connection
with this First Amendment, including, without limitation, attorneys'
fees and expenses.
The date on which all of the conditions set forth in this Paragraph 3 shall have
satisfied or waived in writing by the Lender shall be deemed to be the
"Effective Date" of this First Amendment.
4. REFERENCES. From and after the Effective Date, all references
in the Existing Loan Agreement and the other Loan Documents to (i) the "Loan
Agreement" or such Loan Document shall be deemed to refer to the Existing Loan
Agreement or such Loan Document, as applicable, as amended hereby and (ii) a
term defined in the Existing Loan Agreement shall be deemed to refer to such
defined term as amended by this First Amendment.
5. REPRESENTATIONS AND WARRANTIES. Each Borrower and each
Subsidiary of each Borrower hereby confirms to FINOVA that the representations
and warranties set forth in the Existing Loan Agreement and the other Loan
Documents, as amended by this First Amendment, are true and correct in all
respects as of the date hereof (except to the extent such representations and
warranties expressly refer to an earlier date, in which case they shall be true
and correct as of such earlier date), and shall be deemed to be remade as of the
date hereof. Each Borrower and each Subsidiary of each Borrower hereby
represents and warrants to FINOVA that (i) such Person has full power and
authority to execute and deliver this First Amendment and to perform its
obligations hereunder, (ii) upon the execution and delivery hereof, this First
Amendment shall be valid, binding and enforceable upon such Person in accordance
with its terms, (iii) the execution and delivery of this First Amendment does
not and will not contravene, conflict with, violate or constitute a default
under (A) the articles or certificate or incorporation or bylaws of such Person,
(B) any subordination agreement executed in connection therewith or (C) any
applicable law, rule, regulation, judgment, decree or order or any agreement,
indenture or instrument to which such Person is a party or is bound or which is
binding upon or applicable to all or any portion of such Person's Property, (iv)
no Incipient Default or Event of Default exists, (v) such Person's Property is
free and clear of all Liens other than Permitted Liens and (vi) no such Person
has Indebtedness for Borrowed Money except as otherwise permitted under the
Existing Loan Agreement.
6. COSTS AND EXPENSES. Each Borrower jointly and severally agrees
to reimburse FINOVA for all fees and expenses incurred in the preparation,
negotiation and execution of this First Amendment and the consummation of the
transactions contemplated hereby, including, without limitation, the fees and
expenses of counsel for FINOVA.
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7. NO FURTHER AMENDMENTS; RATIFICATION OF LIABILITY. Except as
amended hereby, the Existing Loan Agreement and each of the other Loan Documents
shall remain in full force and effect in accordance with their respective terms.
Each Borrower and each Subsidiary of each Borrower hereby ratifies and confirms
its liabilities, obligations and agreements under the Existing Loan Agreement
and the other Loan Documents, all as amended by this First Amendment, and the
Liens created thereby and the guarantees made by such Persons, as applicable,
and acknowledges that (i) it has no defenses, claims or set-offs to the
enforcement by FINOVA of such liabilities, obligations and agreements, (ii)
FINOVA has fully performed all obligations to such Persons which FINOVA may have
had or has on and as of the date hereof and (iii) other than as specifically set
forth herein, FINOVA does not waive, diminish or limit any term, condition or
covenant contained in the Existing Loan Agreement or any of the other Loan
Documents. FINOVA's agreement to the terms of this First Amendment shall not be
deemed to establish or create a custom or course of dealing among FINOVA,
Borrowers and their Subsidiaries.
8. COUNTERPARTS. This First Amendment may be executed in one or
more counterparts, each of which shall be deemed an original, and all of which,
when taken together, shall constitute one and the same instrument.
9. FURTHER ASSURANCES. Each Borrower and each Subsidiary of each
Borrower covenants and agrees that it will at any time and from time to time do,
execute, acknowledge and deliver, or will cause to be done, executed,
acknowledged and delivered, all such further acts, documents and instruments as
reasonably may be required by FINOVA in order to effectuate fully the intent of
this First Amendment.
10. SEVERABILITY. If any term or provision of this First Amendment
or the application thereof to any party or circumstance shall be held to be
invalid, illegal or unenforceable in any respect by a court of competent
jurisdiction, the validity, legality and enforceability of the remaining terms
and provisions of this First Amendment shall not in any way be affected or
impaired thereby, and the affected term or provision shall be modified to the
minimum extent permitted by law so as most fully to achieve the intention of
this First Amendment.
11. CAPTIONS. The captions in this First Amendment are inserted
for convenience of reference only and in no way define, describe or limit the
scope or intent of this First Amendment or any of the provisions hereof.
12. ADDITIONAL AGREEMENTS. The Borrowers hereby agree, jointly and
severally, to make, on the earlier to occur of (i) the sixtieth day after the
date of this Amendment and (ii) the date on which the Sale described in clause
(ii) of Paragraph 2 of this Amendment shall have been consummated, a mandatory
prepayment of the Loans in an aggregate amount not less than $5,000,000, which
prepayment shall be applied to the Loans in such manner as FINOVA shall
determine. The Borrowers agree and acknowledge that the failure of the Borrowers
to comply with the terms and provisions of this Paragraph 12 shall constitute an
immediate Event of Default, without further notice or other action by or on
behalf of FINOVA or any other
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Person.
[remainder of this page intentionally left blank]
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IN WITNESS WHEREOF, this First Amendment has been executed and
delivered by each of the parties hereto by a duly authorized officer of each
such party on the date first set forth above.
INFOCURE CORPORATION; THOROUGHBRED
ACQUISITION, INC.; and INFOCURE SYSTEMS,
INC.
By: /s/ Richard E. Perlman
--------------------------------------------
Richard E. Perlman
A duly authorized officer of each Borrower
SDM ACQUISITION, INC.; CADI ACQUISITION
CORPORATION; APPLIED PROFESSIONAL
SYSTEMS, INC.; TECHNOS CORPORATION;
DATATRAC SERVICE CORPORATION; SWENAM
HOLDINGS, BV; PRACTICEWORKS LIMITED;
SCANDIC DENTAL COMPUTER SYSTEMS, AB;
MEDICAL & DENTAL BUSINESS SOLUTIONS
(SWEDEN) AB; INFOCURE AUSTRALIA PTY
LIMITED; AND DEVAGE PTY LIMITED
By: /s/ Richard E. Perlman
--------------------------------------------
Richard E. Perlman
A duly authorized officer of each such Person
FINOVA CAPITAL CORPORATION, a Delaware corporation
By: /s/ Michael Keller
--------------------------------------------
Vice President
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