Exhibit 10.1
SECOND AMENDMENT TO BUSINESS LOAN
AGREEMENT
This Second Amendment to Business Loan Agreement (the
"Amendment") is entered into as of May 31, 1999, among Bank of
America National Trust and Savings Association (the "Bank"),
Sunquest Information Systems, Inc. ("Borrower 1"), Sunquest
Europa Limited ("Borrower 2"), Antrim Corporation ("Borrower 3"),
Sunquest Pharmacy Information Systems, Inc. ("Borrower 4") and
Sunquest Germany GmbH ("Borrower 5") (Borrower 1, Borrower 2,
Borrower 3, Borrower 4 and Borrower 5 are sometimes referred to
collectively as the "Borrowers" and individually as the
"Borrower").
RECITALS
A. The Bank and the Borrowers entered into a certain
Business Loan Agreement dated as of December 30, 1997, as amended
by a First Amendment to Business Loan Agreement dated as of April
30, 1999 (the "Agreement").
B. The Bank and the Borrowers desire to amend the
Agreement.
AGREEMENT
1. Definitions. Capitalized terms used but not defined in
this Amendment shall have the meaning given to them in the
Agreement.
2. Amendments. The Agreement is hereby amended as follows:
(a) Paragraph 1.2 of the Agreement is hereby amended
by deleting the date "May 31, 1999" and inserting the date
"April 28, 2000" in place thereof.
(b) The text of Paragraph 1.8 of the Agreement is
hereby deleted in its entirety and the words "Intentionally
Omitted" are inserted in place thereof. All references in
the Agreement to the "Offshore Rate" shall be deleted or, as
the context may require, shall be deemed to refer to the
"LIBOR Rate."
(c) Paragraph 1.9(c) of the Agreement is hereby
amended and restated in its entirety so as to read as
follows:
"(c) The "LIBOR Rate" means the interest rate
determined by the following formula:
LIBOR Rate = LIBOR Base Rate
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1.00 - Eurodollar Reserve Percentage
Where,
"LIBOR Base Rate" means, for such interest period:
(i) the rate per annum (carried out to the fifth
decimal place) equal to the
rate determined by Bank to be the offered rate that appears
on the page of the Telerate Screen that displays an
average British Bankers Association Interest
Settlement Rate (such page currently being page
number 3750) for deposits in U.S. dollars (for
delivery on the first day of such interest period)
with a term equivalent to such interest period,
determined as of approximately 11:00 a.m. (London
time) two Business Days prior to the first day of
such interest period, or
(ii) in the event the rate referenced in the preceding
clause (i) does not appear on such page or service
or such page or service shall cease to be
available, the rate per annum (carried to the
fifth decimal place) equal to the rate determined
by Bank to be the offered rate on such other page
or other service that displays an average British
Bankers Association Interest Settlement Rate for
deposits in U.S. dollars (for delivery on the
first day of such interest period) with a term
equivalent to such interest period, determined as
of approximately 11:00 a.m. (London time) two
Business Days prior to the first day of such
interest period, or
(iii) in the event the rates referenced in the
preceding clauses (i) and (ii) are not available,
the rate per annum determined by Bank as the rate
of interest at which U.S. dollar deposits (for
delivery on the first day of such interest period)
in same day funds in the approximate amount of the
applicable LIBOR Rate portion and with a term
equivalent to such interest period would be
offered by Bank's London Branch to major banks in
the offshore U.S. dollar market at their request
at approximately 11:00 a.m. (London time) two
Business Days prior to the first day of such
interest period.
"Eurodollar Reserve Percentage" means, for any day
during any interest period, the reserve percentage
(expressed as a decimal, rounded upward to the
next 1/100th of 1%) in effect on such day
applicable to Bank under regulations issued from
time to time by the Board of Governors of the
Federal Reserve System for determining the maximum
reserve requirement (including any emergency,
supplemental or other marginal reserve
requirement) with respect to Eurocurrency funding
(currently referred to as "Eurocurrency
liabilities"). The LIBOR Rate for each
outstanding LIBOR Rate portion shall be adjusted
automatically as of the effective date of any
change in the Eurodollar Reserve Percentage."
(c) (i) Paragraph 4.4 of the Agreement is hereby
amended and restated in its entirety so as to read as
follows:
"4.4 Business Days. Unless otherwise provided in this
Agreement, a business day is a day other than a
Saturday, Sunday, or other day on which
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commercial banks are authorized to close under the laws of,
or are in fact closed in, the state where the Bank's lending
office is located and, if such day, relates to any
amount bearing interest at the LIBOR Rate (if any), is
any such day on which dealings in U.S. dollar deposits
are conducted by and between banks in the offshore U.S.
dollar interbank market. All payments and
disbursements which would be due on a day which is not
a business day will be due on the next business day.
All payments received on a day which is not a business
day will be applied to the credit on the next business
day."
(ii) The phrases "banking day" or "banking days"
in each case where they appear in the Agreement are
hereby amended to read "business day" or "business
days," respectively.
(d) A new Paragraph 6.15 to the Agreement is hereby
inserted directly following Paragraph 6.14 to read in its
entirety as follows:
"6.15 Year 2000. Each Borrower has (a) initiated a
review and assessment of all areas within its business
and operations (including those affected by customers
and vendors) that could be adversely affected by the
"Year 2000 Problem" (that is, the risk that computer
applications and devices containing imbedded computer
chips used by such Borrower (or its respective
customers and vendors) may be unable to recognize and
perform properly date-sensitive functions involving
certain dates prior to and any date after December 31,
1999), (b) developed a plan and timeline for addressing
the Year 2000 Problem on a timely basis, and (c) to
date, implemented that plan in accordance with that
timetable. Based on the foregoing, such Borrower
believes that all computer applications and devices
containing imbedded computer chips (including those of
its customers and vendors) that are material to its
business and operations are reasonably expected on a
timely basis to be able to perform properly date-
sensitive functions for all dates before and after
January 1, 2000, except to the extent that a failure to
do so could not reasonably be expected to have a
material adverse change."
(e) A new Paragraph 4.9 of the Agreement is hereby
inserted directly following Paragraph 4.8 to read in its
entirety as follows:
"4.8 Unused Commitment Fee. Commencing on May 31,
1999, Borrowers shall pay to Bank an unused commitment
fee of .25% per annum on the actual daily unused
portion of the Commitment, computed on a quarterly
basis in arrears on the last business day of each
calendar quarter based on the daily utilization for
that quarter. The unused commitment fee shall accrue
from such date and shall be payable quarterly in
arrears on the last business day of each calendar
quarter, beginning with the first calendar quarter end
to occur after the above-mentioned commencement date
and continuing through the Expiration Date, with the
final payment to be made on the Expiration Date. The
unused commitment fee provided in this
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paragraph shall accrue at all times after the above-mentioned
commencement date, including at any time during which
one or more conditions in paragraph 5 are not met."
3. Representations and Warranties. When the Borrowers
sign this Amendment, each Borrower represents and warrants to the
Bank that: (a) there is no event which is, or with notice or
lapse of time or both would be, a default under the Agreement,
(b) the representations and warranties in the Agreement are true
as of the date of this Amendment as if made on the date of this
Amendment, (c) this Amendment is within such Borrower's powers,
has been duly authorized, and does not conflict with any of such
Borrower's organizational papers, and (d) this Amendment does not
conflict with any law, agreement, or obligation by which such
Borrower is bound.
4. Conditions. This Amendment will become effective on
May 31, 1999 (the "Effective Date"), provided that each of the
following conditions precedent have been satisfied:
(a) Bank has received from each Borrower a duly executed original
(or, if elected by the Bank an executed facsimile copy) of this
Amendment; and
(b) Bank has received from each Borrower a copy of a
resolution passed by the board of directors of such
Borrower's corporation, certified by the Secretary or an
Assistant Secretary of such corporation as being in full
force and effect on the date hereof, authorizing the
execution, delivery and performance of this Amendment.
5. Governing Law. This Amendment shall be governed by and
construed in accordance with the law of the State of Arizona.
6. Effect of Amendment. Except as provided in this
Amendment, all of the terms and conditions of the Agreement shall
remain in full force and effect.
This Amendment is executed as of the date stated at the
beginning of this Amendment. The Agreement, as amended hereby,
shall hereinafter constitute the Agreement between the parties.
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:____________________________________
Name:_________________________________
Title:___________________________________
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SUNQUEST INFORMATION SYSTEMS, INC.
By:____________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Financial Officer
SUNQUEST EUROPA LIMITED
By:____________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
ANTRIM CORPORATION
By:____________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary
SUNQUEST PHARMACY INFORMATION SYSTEMS, INC.
By:____________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary
SUNQUEST GERMANY GMBH
By:____________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
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