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Exhibit 10.16
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of May 15, 2000, by and between INVIVO CORPORATION, a Delaware
corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").
RECITALS
WHEREAS, borrower is currently indebted to Bank pursuant to the
terms and conditions of that certain Credit Agreement between Borrower and Bank
dated as of October 6, 1998, as amended from time to time ("Credit Agreement").
Whereas, Bank and Borrower have agreed to certain changes in the
terms and conditions set forth in the Credit Agreement and have agreed to amend
the Credit Agreement to reflect said changes.
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are here acknowledged, the parties hereto agree that the
Credit Agreement shall be amended as follows:
1. Section 1.2 (a) is hereby amended by deleting "Seven Million
Five Hundred Thousand Dollars ($7,500,000.00)" as the maximum principal amount
available under the Line of Credit, and by substituting for said amount "One
Million Dollars ($1,000,000.00)," with such change to be effective upon the
execution and delivery to Bank of a promissory note substantially in the form of
Exhibit A attached hereto (which promissory note shall replace and be deemed the
Line of Credit Note defined in and made pursuant to the Credit Agreement) and
all other contracts, instruments and documents required by Bank to evidence such
change.
2. Section 1.7. is hereby deleted in its entirety, and the
following substituted therefore:
"1.7 GUARANTIES. All indebtedness of Borrower to Bank
shall be guaranteed by each Subsidiary in the principal amount
of One Million Fifteen Thousand Dollars ($1,015,000.00) each, as
evidenced by and subject to the terms of guaranties in form and
substance satisfactory to Bank."
3. Except as specifically provided herein, all terms and
conditions of the Credit Agreement remain in full force and effect, without
waiver or modification. All terms defined in the Credit Agreement shall have the
same meaning when used in this Amendment. This Amendment and the Credit
Agreement shall be read together, as one document.
4. Borrower hereby remakes all representations and warranties
contained in the Credit Agreement and reaffirms all covenants set forth therein.
Borrower further certifies that as of the date of this Amendment there exists no
Event of Default as defined in the Credit Agreement, nor any condition, act or
event which with the giving of notice or the passage of time or both would
constitute any such Event of Default.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the day and year first written above.
WELLS FARGO BANK,
INVIVO CORPORATION NATIONAL ASSOCIATION
By: By:
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James B. Hawkins Gary Kurtzman
President Relationship Manager
By:
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John F. Glenn
Vice President-Finance
