EXHIBIT 10.2
CHANGE IN TERMS AGREEMENT
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Principal Loan Date Maturity Loan No Call/Coll Account Officer Initials
$10,000,000.00 05-01-2008 6-30-2015 0083976-0005 0083976-0005 07738
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References in he boxes above are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.
Any item above containing " * * * " has been omitted due to text length
limitations.
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BORROWER: IRIS INTERNATIONAL, INC. LENDER: CALIFORNIA BANK & TRUST
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PRINCIPAL AMOUNT: $10,000,000.00 INITIAL RATE: 5.250%
DATE OF AGREEMENT: MAY 1, 2008
DESCRIPTION OF EXISTING INDEBTEDNESS.
The Business Loan Agreement dated March 24, 2006 and the Promissory Note
dated May 25, 2004, in the original principal amount of $10,000,000.00 as
amended by those certain Change in Terms Agreements dated May 9, 2005 and
March 24, 2006, from IRIS International, Inc. to Lender.
DESCRIPTION OF COLLATERAL.
All inventory, equipment, accounts (including but not limited to all
health-care-insurance receivables), chattel paper, instruments (including
but not limited to all promissory notes), letter-of-credit rights, letters
of credit, documents, deposit accounts, investment property, money, other
rights to payment and performance, and general intangibles (including but
not limited to all software and all payment intangibles); all fixtures; all
attachments, accessions, accessories, fittings, increases, tools, parts,
repairs, supplies, and commingled goods relating to the foregoing property,
and all additions, replacements of and substitutions for all or any part of
the foregoing property; all insurance refunds relating to the foregoing
property; all good will relating to the foregoing property; all records and
data and embedded software relating to the foregoing property, and all
equipment, inventory and software to utilize, create, maintain and process
any such records and data on electronic media; and all supporting
obligations relating to the foregoing property; all whether now existing or
hereafter arising, whether now owned or hereafter acquired or whether now
or hereafter subject to any rights in the foregoing property; and all
products and proceeds (including but not limited to all insurance payments)
of or relating to the foregoing property.
DESCRIPTION OF CHANGE IN TERMS.
The Business Loan Agreement dated March 24, 2006, between Borrower and
Lender (as amended, revised, supplemented, extended, renewed or otherwise
modified to date, the Loan Agreement) is hereby amended as follows:
1. The following new section shall be added immediately following the
section entitled "TERM":
ADVANCE AUTHORITY. The following person or persons are authorized to
request advances and authorize payments under the line of credit until
Lender receives from Borrower, at Lender's address shown above, written
notice of revocation of such authority: ▇▇▇▇▇ ▇▇▇▇▇▇, President/CEO of IRIS
International, Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇, CFO/Secretary of IRIS International,
Inc.
2. The section entitled "AFFIRMATIVE COVENANTS - Financial Statements" is
amended to delete the requirement to deliver the federal and other
governmental tax returns of Borrower.
3. The section entitled "AFFIRMATIVE COVENANTS - Guaranties" is amended to
delete the reference to Advanced Digital Imaging Research, LLC ("ADIR") as
a guarantor of the obligations of Borrower under the Note and the Related
Documents and, effective as of the date hereof, the Commercial Guaranty
executed by ADIR is terminated and ADIR is released from all obligations
and liability thereunder, except for obligations and liability for claims
arising or existing prior to the date hereof, which shall survive such
termination until fully and indefeasibly paid.
4. The section entitled "ADDITIONAL INFORMATION" is amended to delete the
following text at the end of the sentence: ", including without limitation:
(a) detailed Accounts Receivable and Payable agings, as soon as available,
but in no event later than twenty (20) days after month-end; (b) detailed
Inventory Report, as soon as available, but in no event later than twenty
(20) days after month-end".
The Promissory Note dated May 25, 2004, in the original principal amount of
$10,000,000.00 by Borrower in favor of Lender (as amended, revised,
supplemented, extended, renewed or otherwise modified to date, the Note) is
hereby amended as follows:
1. The maturity date of the Note set forth in the heading, the section
entitled "PAYMENT" and any other provision in the Note shall be amended
from June 30, 2008 to June 30, 2015.
2. The section entitled "LINE OF CREDIT" is amended to delete the first two
sentences and insert in their place the following: This Note evidences a
non-revolving line of credit, subject to the term-out provisions for each
advance set forth in the section below entitled "TERM OUT OF EACH ADVANCE
UNDER THE NON-REVOLVING LINE OF CREDIT". Once the total amount of principal
under the non-revolving line of credit has been advanced or on June 30,
2010, whichever occurs first, Borrower shall no longer be entitled to, and
Lender shall have no obligation to make, further advances under the Loan.
3. The Pricing Matrix Addendum attached hereto shall be an addendum to and
incorporated into the Note as if set forth therein in its entirety.
As a condition to the effectiveness of this Change in Terms Agreement,
StatSpin, Inc. shall have executed and delivered a Reaffirmation of
Guaranty Obligations, in a form satisfactory to Lender, with respect to
StatSpin, Inc.'s guaranty of Borrower's indebtedness and obligations to
Lender as amended, revised, supplemented, extended, renewed or otherwise
modified hereby.
All other terms and conditions of the Note and Related Documents shall
remain the same. Capitalized terms used but not otherwise defined herein
shall have the respective meanings ascribed to them in the Loan Agreement.
CONTINUING VALIDITY. Except as expressly changed by this Agreement, the
terms of the original obligation or obligations, including all agreements
evidenced or securing the obligation(s), remain unchanged and in full force
and effect. Consent by Lender to this Agreement does not waive Lender's
right to strict performance of the obligation(s) as changed, nor obligate
Lender to make any future change in terms. Nothing in this Agreement will
constitute a satisfaction of the obligation(s). It is the intention of
Lender to retain as liable parties all makers and endorsers of the original
obligations, including accommodation parties, unless a party is expressly
released by Lender in writing. Any maker or endorser, including
accommodation makers, will not be released by virtue of this Agreement. If
any person who signed the original obligation does not sign this Agreement
below, then all persons signing below acknowledge that this Agreement is
given conditionally, based on the representation to Lender that the
non-signing party consents to the changes and provisions of this Agreement
or otherwise will not be released by it. This waiver applies not only to
any initial extension, modification or release, but also to all such
subsequent actions.
FINANCIAL STATEMENT CERTIFICATIONS. The undersigned hereby certifies to
California Bank & Trust ("Bank") that all financial information
CHANGE IN TERMS AGREEMENT
LOAN NO: 0083976-0005 (CONTINUED) PAGE 2
("Information") submitted to Bank now and at all times during the terms of this
loan does, and will, fairly and accurately represent the financial condition of
the undersigned, all Borrowers and Guarantors. Financial Information includes,
but is not limited to all Business Financial Statements (including Interim and
Year-End financial statements that are company prepared and/or CPA-prepared),
Business Income Tax Returns, Borrowing Base Certificates, Accounts Receivable
and Accounts Payable Agings, Personal Financial Statements and Personal Income
Tax Returns. The undersigned understands that the Bank will rely on all
financial information, whenever provided, and that such information is a
material inducement to Bank to make, to continue to make, or otherwise extend
credit accommodations to the undersigned. The undersigned covenants and agrees
to notify Bank of any adverse material changes in her/his/its financial
condition in the future, The undersigned further understands and acknowledges
that there are criminal penalties for giving false financial information to
federally insured financial institutions.
DEPOSIT AGREEMENT SECURITY. Borrower hereby grants a security interest to Lender
in any and all deposit accounts (checking, savings, money market or time) of
Borrower at Lender, now existing or hereinafter opened, to secure its
Indebtedness hereunder. This includes all deposit accounts Borrower holds
jointly with someone else.
PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT.
BORROWER:
IRIS INTERNATIONAL, INC.
BY: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ BY: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇, PRESIDENT/CEO OF ▇▇▇▇ ▇▇▇▇▇▇, CFO/SECRETARY OF
IRIS INTERNATIONAL, INC. IRIS INTERNATIONAL, INC.
PRICING MATRIX ADDENDUM
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DEBT TO TANGIBLE NET WORTH INTEREST RATE
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Between 1.01:1.00 and 1.25:1.00 Prime +.25% or Libor + 2.250%
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Less than 1.00:1.00 Prime + 0% or Libor + 2.000%
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Subject: IRIS International, Inc. $10,0000,000.00 Non-Revolving to Term Loan