LOAN AND SECURITY AGREEMENT
Loan #2360
THIS LOAN AND SECURITY AGREEMENT ("Agreement") is made as of the date set
forth below BETWEEN:
Secured Party: DVI Financial Services Inc.; and
Debtor: Cardiovascular Laboratories, Inc. of PA
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1. Certain Definitions. The following terms shall have the following
respective meanings:
(a) Advance. Advances of funds to the Debtor pursuant to Section 2
hereof and Schedules which may be executed between Secured Party and Debtor from
time to time.
(b) Collateral. "Collateral" shall have the meaning set forth in Section
2.2 hereof.
(c) Event of Default. Those events set forth in Section 9 hereof
(d) Monthly Loan Repayment. The amount set forth in any Schedule
executed in connection with any Advance under this Agreement.
(e) Schedule(s). Any and all or each (as the context shall require) of
the Loan and Collateral Schedules of the Debtor, to be executed by the parties
under this Agreement.
(f) Secured Obligations. The payment of the principal and interest as
set forth in each and all of the Schedules, and the payment of all additional
amounts and other sums at any time due and owing under the Schedules for this
Agreement, and the performance and observance of all covenants and conditions
contained herein and therein.
(g) Supplier The entity from whom the Debtor purchased the Collateral
including manufacturers, dealers, sellers and vendors.
2. Purpose of Financing and Description of Loans; Grant of Security
Interest; Collateral.
(a) Secured Party agrees, subject to the terms and conditions of this
Agreement, to make Advances to the Debtor in an aggregate amount to be
determined by Secured Party in its sole and absolute discretion.
(b) Debtor agrees that the proceeds of any Advance will be used solely
to acquire the Collateral as described in the Schedule executed in connection
with said advance.
(c) The amount of any Advances to Debtor shall be set forth on the
Schedule executed in connection with said Advance.
(d) The term of repayment of any Advance made under this Agreement (the
"Term") shall commence on the date set forth in the Schedule executed in
connection with said Advance and shall continue for the period set forth in said
Schedule, and for all extensions and renewals of such period.
(e) Debtor shall pay to Secured Party the Monthly Loan an Repayment for
each Advance in amounts and on the dates set forth in the Schedule executed in
connection with said Advance, whether or not Secured Party has rendered an
invoice to Debtor. Debtor agrees to pay the Monthly Loan Repayment to Secured
Party at the office of the Secured Party set forth below, or to such entity
and/or at such other
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place as Secured Party may from time to time designate by notice to Debtor. Any
other amounts required to be paid to Secured Party under this Agreement are due
upon Debtor's receipt of Secured Party's invoice and will be payable as directed
in the invoice. Payments under this Agreement may be applied to the Debtor's
then accrued Secured Obligations in such order as Secured Party may choose.
(f) The Advances shall not be subject to prepayment or redemption in
whole or in part prior to the expiration of the Term set forth in the Schedule
executed in connection with said Advance.
2.1 Grant of Security Interest. In consideration of the Advances to be made
by Secured Party to Debtor under this Agreement, and to secure the payment and
performance of the Secured Obligations, Debtor hereby grants and assigns to
Secured Party, its successors and assigns, a security interest in the Collateral
described in section 2.2 below.
2.2 Collateral. To the extent covered in any Schedules executed pursuant to
this Agreement, Collateral includes
(a) all personal property consisting of "equipment", and "proceeds" as
defined in the Pennsylvania Commercial Code and all furniture, fixtures,
machinery or other property, and
(b) accounts receivable, contract rights, instruments, documents,
chattel paper and all other forms of obligations owing to Debtor arising out of
the rendition of services by Debtor in connection with the medical equipment
financed under this Agreement, whether or not earned by performance, and any and
all credit insurance, guaranties, and other security therefor, as well as any
books and records relating to the forgoing, whether now owned or hereafter
acquired, and all substitutions, renewals or replacements of and alterations,
additions or improvements, if any, to such Collateral, together with, in each
and every case, all proceeds thereof. Each item of Collateral shall secure not
only the specific Advances made by Secured Party to Debtor as set forth in any
Schedule, but also all other present and future indebtedness or obligations of
Debtor to Secured Party of every kind and nature whatsoever. Debtor warrants and
agrees that the Collateral will be used primarily for business or commercial
purposes and that regardless of the manner of affixation, the Collateral shall
remain personal property and shall not become part of the real estate. Debtor
agrees to keep the Collateral at the locations set forth in the Schedule(s)
covering said Collateral and will not make any change in the location of the
Collateral within such state, and will not remove the Collateral from such state
without the prior written consent of Secured Party.
3. Time is of the Essence; Late Charges. Time is of the essence in this
Agreement and if any Monthly Loan Repayment is not paid within the ten (10) days
after the due date thereof, Secured Party shall have the right to add and
collect, and Debtor agrees to pay:
(a) A late charge on and in addition to, such Monthly Loan Repayment
equal to five percent (5%) of such Monthly Loan Repayment or a lesser amount if
established by any State or Federal statute applicable thereto; and
(b) Interest on such Monthly Loan Repayment from thirty (30) days after
the due date until paid at the rate of eighteen (18%) per annum.
4. No Warranties. This Agreement is solely a financing agreement. Debtor
acknowledges that: The Collateral has or will have been selected and acquired
solely by Debtor for Debtor's purposes; Secured Party is not the manufacturer,
dealer, vendor or supplier of the Collateral; the Collateral is of a size,
design, capacity, description and manufacture selected by Debtor; Debtor is
satisfied that the Collateral is suitable and fit for its purposes; and SECURED
PARTY HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY OR REPRESENTATION WHATSOEVER,
EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS, CONDITION, MERCHANTABILITY, DESIGN
OR OPERATION OF THE COLLATERAL, ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE
VALUE OF THE COLLATERAL, THE QUALITY OR CAPACITY OF THE MATERIALS IN THE
COLLATERAL OR WORKMANSHIP IN THE COLLATERAL, NOR ANY OTHER REPRESENTATION OR
WARRANTY WHATSOEVER.
4.1 No Agency. Debtor acknowledges and agrees that none of the
manufacturer, vendor, dealer or supplier, nor any salesman, representative, or
other agent of the manufacturer, dealer, vendor or supplier, is an agent of
Secured Party. No salesman, representative or agent of the manufacturer, dealer
vendor or supplier is authorized to waive or alter any term or condition of this
Agreement, and no representation as to the Collateral or any other matter by any
manufacturer, dealer, vendor or supplier shall in any way affect Debtor's duty
to pay the Monthly Loan Repayment and perform his other obligations as set forth
in this Agreement.
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5. Acceptance. Execution by Debtor and Secured Party of the Schedule
covering the Collateral will conclusively establish that such Collateral has
been included under and will be subject to all of the terms and conditions of
this Agreement. If Debtor has not furnished Secured Party with an executed
Schedule by the earlier of fourteen (14) days after receipt thereof or
expiration of the commitment set forth in any applicable Equipment Financing
Commitment, Secured Party may terminate its obligation to make any Advances with
respect to any applicable Collateral.
6. Insurance and Risk of Loss. All risk of loss of, damage to, or
destruction of the Collateral shall at all times be borne by Debtor. Debtor will
procure forthwith and maintain property and general liability insurance with
extended or combined additional coverage on the Collateral for the full
insurable value thereof for the life of this Agreement and any Schedule(s) plus
such other insurance as Secured Party may specify, and promptly deliver each
policy to Secured Party with a standard long form endorsement attached showing
Secured Party or assigns as additional insureds and loss payees. Each insurer
shall agree by endorsement upon such policy issued by it or by independent
instrument furnished to Secured Party and Debtor that it will give Secured Party
and Debtor thirty (30) days written notice before the policy in question shall
be materially altered or cancelled. Secured Party's acceptance of policies in
lesser amounts or risks shall not be a waiver of Debtor's foregoing obligation.
7. Debtor's Representations and Warranties.
Debtor represents and warrants to Secured Party as follows:
(a) Debtor is duly organized and existing under the laws of the State of
its formation without limit as to the duration of its existence, and is
authorized and in good standing to do business in said State; Debtor has
corporate powers and adequate authority, rights and franchises to own its own
property and to carry on its business as now conducted, and is duly qualified
and in good standing in each state in which the character of the properties
owned by it therein or the conduct of its business makes such qualifications
necessary; and Debtor has the corporate power and adequate authority to make and
carry out this Agreement.
(b) The execution, delivery and performance of this Agreement are duly
authorized and do not, to the best of the Debtor's knowledge, require the
consent or approval of any governmental body or other regulatory authority; are
not in contravention of or in conflict with any law, regulation or any term or
Provision of its articles of formation or bylaws, and this Agreement is a valid
and binding obligation of Debtor legally enforceable in accordance with its
terms.
(c) The execution, delivery and performance of this Agreement will not
contravene or conflict with any agreement, indenture or undertaking to which
Debtor is a party or by which it or any of its property may be bound by or
affected, and will not cause any lien, charge or other encumbrance to be created
or imposed upon any such property by reason thereof.
(d) There is no material litigation or other proceeding pending or
threatened against or affecting Debtor, and it is not in default with respect to
any order, writ, injunction, decree or demand of any court or other govemmental
or regulatory authority. The balance sheets of Debtor and the related profit and
loss statements and other financial data as submitted in writing by Debtor to
Secured Party in connection with this Agreement, are true and correct, and said
balance sheets and profit and loss statements truly represent the financial
condition of Debtor as of the dates thereof.
(e) Debtor has good and valid title to the Collateral which is free from
and will be kept free from all liens, claims, security interests and
encumbrances, except for the security interest granted hereby.
(f) No financing statement covering the Collateral or any proceeds
thereof is on file in favor of anyone other than Secured Party, but if such
other financing statement is on file, it will be terminated or subordinated.
(g) All necessary action, including the filing of UCC-1 Financing
Statements, has or will be made to give Secured Party a first priority security
interest in the Collateral. Debtor agrees to permit Secured Party to pre-file
any UCC-1 Financing Statement pursuant to California Commercial Code ss.9402.
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8. Debtor's Agreements. Debtor agrees:
(a) To defend at Debtor's own cost and expense any action, proceeding or
claim affecting the Collateral.
(b) To pay reasonable attorneys fees and other expenses incurred by
Secured Party in enforcing its rights in the event of Debtor's default under
this Agreement.
(c) To pay promptly all taxes, assessments, license fees and other
public or private charges when levied or assessed against the Collateral or this
Agreement and this obligation shall survive the termination of this Agreement.
(d) That if a certificate of title is required or permitted by law,
Debtor shall obtain such certificate with respect to the Collateral, showing the
security interests of Secured Party thereon and in any event do everything
necessary or expedient to preserve or perfect the security interest of Secured
Party.
(e) That Debtor will not misuse, fail to keep in good repair, secrete,
or without the prior written consent of Secured Party, and notwithstanding
Secured Party's claim to proceeds, sell, rent, lend, encumber or transfer any of
the Collateral. The Collateral shall be maintained in accordance with the
manufacturer's specifications and shall at all times be eligible for the
manufacturer's maintenance program.
(f) That Secured Party may enter upon Debtor's premises or wherever the
Collateral may be located at any reasonable time to inspect the Collateral and
Debtor's books and records pertaining to the Collateral, and Debtor shall assist
Secured Party in making such inspection.
(g) That the security interest granted by Debtor to Secured Party shall
continue effective irrespective of the payment of the Secured Obligations, so
long as there are any obligations of any kind, including obligations under
guaranties or assignments, owed by Debtor to Secured Party.
(h) To ▇▇▇▇ and identify the Collateral with all information and in such
manner as Secured Party may request from time to time and replace promptly any
such markings or identifications which are removed, defaced or destroyed.
(i) To indemnify and bold Secured Party harmless from and against all
claims, losses, liabilities (including negligence, tort and strict liability),
damages, judgments, suits and all legal proceedings, and any and all costs and
expenses in connection therewith (including attorney's fees) arising out of or
in any manner connected with the manufacture, purchase, financing, ownership,
delivery, rejection, nondelivery, possession, use, transportation, storage,
operation, maintenance, repair, return or other disposition of the Collateral or
with this Agreement, including, without limitation, claims for injury to, or
death of, persons and for damage to property, and give Secured Party prompt
notice of such claims or liability.
(j) That Debtor will not part with possession of or control of or suffer
or allow to pass out of its possession or control items of Collateral or change
the location of the Collateral or any part thereof from the address shown in the
appropriate Schedule without the prior written consent of Secured Party.
(k) That Debtor shall not ASSIGN OR IN ANY WAY DISPOSE OF ALL OR ANY
PART OF ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT OR SELL, LEASE, TRANSFER,
PLEDGE OR HYPOTHECATE ANY PART OF THE COLLATERAL. DEBTOR'S INTEREST IN THIS
AGREEMENT AND THE COLLATERAL IS NOT ASSIGNABLE AND WILL NOT BE ASSIGNED OR
TRANSFERRED BY OPERATION OF LAW. CONSENT TO ANY OF THE FOREGOING PROHIBITED ACTS
APPLIES ONLY IN THE GIVEN INSTANCE AND IS NOT CONSENT TO SUBSEQUENT LIKE ACT BY
DEBTOR OR ANOTHER ENTITY.
9. Events of Default. Any of the following events or conditions shall
constitute an Event of Default hereunder:
(a) Debtor's failure to pay any Monthly Loan Repayment or any
installment of the principal or interest due under any Schedule when and after
the same shall become due and payable, whether at the due date thereof, or at
the date fixed for prepayment or by acceleration or otherwise;
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(b) Debtor failure to observe or perform any covenant or agreement to
be observed or performed by Debtor under this Agreement, any Schedule or any
other instrument or agreement delivered by Debtor to Secured Party in connection
with this or any other transaction;
(c) Any representation or warranty made by Debtor herein or in any
report, certificate, financial or other statement furnished in connection with
this Agreement shall prove to be false or misleading in any material respect; or
(d) Debtor is (i) adjudicated insolvent or a bankrupt, or ceases,
becomes unable, or admits in writing its inability, to pay its debts as they
mature, or makes a general assignment for the benefit of, or enters into any
composition or arrangement with, creditors; (ii) applys for or consents to the
appointment of a receiver, trustee or liquidator of it or of a substantial part
of its property, or authorizes such application or consent, or proceedings
seeking such appointment shall be instituted against it without such
authorization, consent or application and continues undismissed for a period of
60 calendar days; (iii) authorizes or files a voluntary petition in bankruptcy
or applys for or consents to the application of any bankruptcy, reorganization
in bankruptcy, arrangement, readjustments or debts, insolvency, dissolution,
moratorium or other similar laws of any jurisdiction, or authorizes such
application or consent, or proceedings to such end shall be instituted against
it without such authorization, application or consent and such proceedings
instituted against it shall continue undismissed for a period of 60 calendar
days; or
(e) Secured Party, in good faith, believes the prospect of payment or
performance is impaired or in good faith believes the Collateral is insecure;
(f) Any agreement made by a guarantor, surety or endorser for Debtor's
default in any obligation or liability to Secured Party or any guaranty obtained
in connection with this transaction is terminated or breached.
10. Secured Party's Remedies. Debtor agrees that when an Event of Default
has occurred and is continuing, Secured Party shall have the rights, options,
duties and remedies of a Secured Party and Debtor shall have the rights and
duties of a Debtor under the Uniform Commercial Code in effect in each
jurisdiction where the Collateral or any part thereof is located and, without
limiting the foregoing, Secured Party may exercise one or more or all, and in
any order, of the remedies hereinafter set forth:
(a) By notice in writing to Debtor, declare the entire unpaid principal
balance due under any, each and all Schedule(s) to be immediately due and
payable; and thereupon all such unpaid balance(s), together with all accrued and
unpaid interest thereon, shall be immediately due and payable;
(b) Personally, or by agents or attorneys, take immediate possession of
the Collateral or any portion thereof and for that purpose pursue the same
wherever it may be found and enter any of the premises of Debtor with or without
notice, demand, process of law or legal procedure, and search for, take
possession of, remove, keep and store the same, or use, operate, or lease the
same until sold and otherwise exercise any and all of the rights and powers of
Debtor in respect thereof,
(c) Either with or without taking possession and without instituting
any legal proceedings whatsoever (having first given notice of such sale by mail
to Debtor once at least 10 calendar days prior to the date of such sale, and any
other notice of such sale which may be required by law, if said notice is
sufficient), sell and dispose of the Collateral or any part thereof at public
auction(s) to the highest bidder, or at a private sale(s) in one lot as an
entirety or in several lots, and either for cash or for credit and on such terms
as Secured Party may determine, and at any place (whether or not it is the
location of the Collateral or any part thereof, designated in the notice above
referred to. Any such sale or sales may be adjourned from time to time by
announcement of the time and place appointed for such sale or sales, or for such
adjourned sales or sales without further notice, and Secured Party may bid and
become the purchaser at any such sale;
(d) Secured Party may proceed to protect and enforce this Agreement and
any Schedule(s) by suit or suits or proceedings in equity, at law or in
bankruptcy, and whether for the specific performance of any covenant or
agreement herein contained, or execution or aid of any power herein granted, or
for foreclosure hereunder, or for the appointment of a receiver or receivers for
the Collateral, or any party thereof, or for the enforcement of any proper,
legal or equitable remedy available under applicable law.
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(e) Secured Party may require Debtor to assemble the Collateral and
return it to Secured Party at a place to be designated by Secured Party which is
reasonably convenient to both parties.
(f) Debtor agrees to pay the Secured Party all expenses or retaking,
holding, preparing for sale, or selling the Collateral in addition to attorneys'
fees as set forth above.
11. Acceleration Clause. In case of any sale of the Collateral, or any part
thereof, pursuant to any judgment or decree of any court or otherwise in
connection with the enforcement of any of the terms of this Agreement, the
outstanding principal due under any Schedule, if not previously due, the
interest accrued thereon and all other sums required to be paid by Debtor
Pursuant to this Agreement shall at once become and be immediately due and
payable.
12. Exercise of Rights. No delay or omission of Secured Party in the
exercise of any right or power arising from any default shall act as a waiver of
or impair any such right or power or prevent its exercise during the continuance
of such default. No waiver by Secured Party of any such default, whether such
waiver be full or partial, shall extend to or be taken to affect any subsequent
default, nor shall it impair the rights resulting therefrom except as may be
otherwise provided therein. The giving, taking or enforcement of any other or
additional security, collateral, or guarantee for the payment of the Secured
Obligations shall not operate to prejudice, waive, or affect the security of
this Agreement or any rights, powers, or remedies hereunder, and Secured Party
shall not be required to look first to enforce or exhaust such other additional
security, collateral, or guarantees. All rights, remedies, and options of
Secured Party hereunder, or by law shall be cumulative.
13. Assignment by Secured Party. SECURED PARTY MAY ASSIGN OR TRANSFER THIS
AGREEMENT OR SECURED PARTY'S INTEREST IN THE COLLATERAL WITHOUT NOTICE TO
DEBTOR. Any assignee of Secured Party shall have all of the rights but none of
the obligations, of Secured Party under this Agreement, and Debtor agrees that
it will not assert against any assignee of Secured Party any defense,
counterclaim or offset that Debtor may have against Secured Party.
14. Non-Terminable Agreement; Obligations Unconditional. This Agreement
cannot be cancelled or terminated except as expressly provided herein. Debtor
hereby agrees that Debtor's obligation to pay all Secured Obligations shall be
absolute and unconditional and Debtor will not be entitled to any abatement of
Monthly Loan Repayments or other payments due under this Agreement or any
reduction thereof under circumstances or for any reason whatsoever. Debtor
hereby waives any and all existing and future claims, as offsets, against any
Monthly Loan repayments and other payments due under this Agreement as and when
due regardless of any offset or claim which may be asserted by Debtor or on its
behalf. The obligations and liabilities of Debtor hereunder will survive the
termination of this Agreement.
15. Additional Documents. In connection with and in order to provide
effective evidence of the security interest in the Collateral granted Secured
Party under this Agreement, Debtor will execute and deliver to Secured Party
such financing statements and similar documents as Secured Party requests.
Debtor authorizes Secured Party where permitted by law to make filings of such
financing statements without Debtor's signature. Debtor further agrees to
furnish Secured Party:
(a) On a timely basis, Debtor's future financial statements, including
Debtor's most recent annual report, balance sheet and income statement, prepared
in accordance with generally accepted accounting principles, which reports,
Debtor warrants, shall fully and fairly represent the true financial condition
of Debtor;
(b) Any other financial information normally provided by Debtor to the
public; and
(c) Such other financial data or information relative to this Agreement
and the Collateral, including, without limitation, copies of Suppliers'
proposals and purchase orders and agreements, listings of serial numbers or
other identification data and confirmations of such information, as Secured
Party may from time to time reasonably request. Debtor will procure and/or
execute, have executed, have acknowledged, and/or deliver to Secured Party,
record and file such other documents and notices as Secured Party deems
necessary or desirable to protect its interest in and rights under this
Agreement and Collateral. Debtor will pay for all filings, searches, title
reports, legal and other fees incurred by Secured Party in connection with any
documents to be provided by Debtor pursuant to this Agreement and any other
similar documents Secured Party may procure.
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16. Miscellaneous.
(a) Successors and Assign. Whenever any of the parties hereto is
referred to, such reference shall be deemed to include the successors and
assigns of such parties, and all the covenants, promises, and agreements in this
Agreement contained by or on behalf of Debtor or Secured Party shall bind and
inure to the benefit of the respective successors and assigns of each party
whether so expressed or not.
(b) Partial Invalidity. The enforceability or invalidity of any
provision(s) of this Agreement shall not render any other provision(s) herein
contained unenforceable or invalid.
(c) Communications. All communications provided for herein shall be in
writing and shall be deemed to have been given (unless otherwise required by the
specific provisions in respect of any matter) ((i) when addressed and delivered
personally or (ii) three (3) calendar days following deposit in the United
States mail, registered or certified, postage prepaid, and addressed to the
address set forth beneath the respective parties' signature lines below, or as
to Debtor or Secured Party at such other address as they may designate by notice
duly given in accordance with this Section to the other party.
(d) Counterpart; Governing Law. This Agreement may be executed,
acknowledged, and delivered in any number of counterparts, each of such
counterparts constituting an original but all together only one Agreement. This
Agreement and any Schedule shall be construed and enforced in accordance with
and governed by the laws of the Commonwealth of Pennsylvania. Debtor agrees to
submit to the jurisdiction of the State and/or Federal Courts in Pennsylvania.
(e) Entire Agreement. This Agreement constitutes the entire
understanding or agreement between Secured Party and Debtor and there is no
understanding or agreement, oral or written, which is not set forth herein. This
Agreement may not be amended except by a writing signed by Secured Party and
Debtor and shall be binding upon and inure to the benefit of the parties hereto,
their permitted successors and assigns.
DATED: July 4, 1999
DEBTOR: SECURED PARTY:
Cardiovascular Laboratories, Inc. of PA DVI FINANCIAL SERVICES INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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(Print Name) (Print Name)
President & CEO Director of Credit
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(Title) (Title)
Address: ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇:
Suite 108 ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
No security interest in an Equipment Schedule may be created through the
transfer or possession of any counterpart of the original Equipment Schedule
other than that Equipment Schedule marked "Secured Party's Original" and a
certified copy of the Master Agreement.
THIS CONTRACT (AND EQUIPMENT SCHEDULE AND MASTER LEASE THE TERMS OF WHICH IT
INCORPORATES) HAS BEEN ASSIGNED TO, IS SUBJECT TO THE SECURITY INTEREST OF AND
IS HELD IN TRUST FOR THE BENEFIT OF FLEET BANK N.A., AS AGENT, PURSUANT TO THE
TERMS AND CONDITIONS OF A SECURITY AGREEMENT DATED JUNE 14, 1991 AND RELATED
DOCUMENTS, AS AMENDED FROM TIME TO TIME.
LOAN AND COLLATERAL SCHEDULE NO. 001
Reference No. 2360
THIS LOAN AND COLLATERAL SCHEDULE is executed pursuant to that certain Loan
and Security Agreement (the "Agreement") dated as of July 4, 1998, between DVI
Financial Services Inc. ("Secured Party") and Cardiovascular Laboratories, Inc.
of PA ("Debtor").
1. Incorporation by Reference.
The Agreement is fully incorporated herein by reference.
2. Description of Collateral.
In consideration of the terms and conditions of the Agreement, and of
this Schedule, Secured Party has concurrently herewith made a cash Advance to
Debtor on the security of the Collateral described as follows:
THREE ATL HDI 3000 ULTRASOUND UNITS, TOGETHER WITH ALL PARTS, ACCESSORIES,
ATTACHMENTS, ACCESSIONS, ADDITIONS, REPLACEMENTS, AND SUBSTITUTIONS THERETO AND
THEREFOR
3. Amount of Advance.
The total amount of the Advance pursuant to this Schedule is $440,000.00
4. Term.
The Term for the Monthly Loan Repayments of the Advance made pursuant to
this Schedule shall commence on the date set forth below in Section 5, and
unless earlier terminated provided in the Loan and Security Agreement shall
continue for a period of 38 months.
5. Monthly Loan Repayments.
As Monthly Loan Repayments of the Advance made under this Schedule,
Debtor agrees to pay Secured Party the sum of ($518,315.44), payable, in
successive monthly installments of. 38 payments of ($13,639.88), beginning on
__________, 1999 and on the same day of each month thereafter until paid in
full. In the event there is an increase in the thirty (30) month Treasury Note
rate from the rate quoted in the proposal/commitment letter to the rate in
effect on the date this Schedule funds, then Secured Party reserves the right to
increase the Monthly Loan Repayment Amount by that same rate of increase.
Monthly Loan Repayments will be made to Secured Party as follows:
DVI Financial Services Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
6. Duty to Pay Absolute.
Until the Debtor's obligation to make Monthly Loan Repayments has been
terminated as provided herein, it shall be absolute, unconditional, and without
deduction, offset, or abatement for any reason, and shall continue in full force
and effect regardless of Debtor's ability to use any item of Collateral or any
reason.
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7. Collateral Location.
The Collateral shall be located at
West ▇▇▇▇▇▇▇ Square Medical Center ▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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(Street)
Bronx ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
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(City) (County) (State) (Zip)
The Collateral shall be located at
Tyler Memorial Hospital RD #1
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(Street)
Tunkhannok ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
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(City) (County) (State) (Zip)
8. Other Provisions. (To be completed if appropriate).
DATED: July 14, 1999
DEBTOR: SECURED PARTY:
CARDIOVASCULAR LABORATORIES, INC. of PA DVI FINANCIAL SERVICES INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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(Print Name) (Print Name)
President & CEO Director of Credit
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(Title) (Title)
Address: ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇:
Suite 108 ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
THIS CONTRACT (AND EQUIPMENT SCHEDULE AND MASTER LEASE THE TERMS OF WHICH IT
INCORPORATES) HAS BEEN ASSIGNED TO, IS SUBJECT TO THE SECURITY INTEREST OF AND
IS HELD IN TRUST FOR THE BENEFIT OF FLEET BANK N.A., AS AGENT, PURSUANT TO THE
TERMS AND CONDITIONS OF A SECURITY AGREEMENT DATED JUNE 14, 1991 AND RELATED
DOCUMENTS, AS AMENDED FROM TIME TO TIME.
SECURED PARTY'S ORIGINAL
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