AMENDMENT NO. 2
TO
LOAN AND SECURITY AGREEMENT ("AGREEMENT")
DATED DECEMBER 26, 1996, AS AMENDED JANNUARY 31, 1997
BETWEEN
HEALTHCARE IMAGING SERVICES, INC.
EDGEWATER IMAGING ASSOCIATES, L.P.
WAYNE IMAGING ASSOCIATES, X.X.
XXXXXXXXXXX SQUARE IMAGING ASSOCIATES, L.P.
(COLLECTIVELY HEREIN "BORROWER")
AND
DVI BUSINESS CREDIT CORPORATION ("LENDER")
WHEREAS, Meadowlands MRI, LLC, a Delaware limited liability company, wishes to
become a party to the Agreement;
WHEREAS, Meadowlands MRI, LLC has read the Agreement and agrees to be bound by
the Agreement and all related documents thereto; and
WHEREAS, HealthCare Imaging Services, Inc. operates an additional site located
at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 and wishes to add this site to the
Borrowing Base.
NOW THEREFORE, FOR VALUE CONSIDERATION, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree to amend the Agreement as follows:
1. Add the following Borrower to the first paragraph of page 1:
"Meadowlands MRI, LLC, a Delaware limited liability company"
2. Add the following Borrower to Section 4.1 "Name of Borrower"
"Meadowlands MRI, LLC, a Delaware limited liability company"
3. Section 3.1 "Security Interest" add the following language to the end of the
paragraph:
; that certain Consulting Services Agreement dated November 1, 1997
between HealthCare Imaging Services, Inc. and M.R. Radiology Imaging of Lower
Manhattan, P.C.; that certain Consulting Services Agreement dated September 1,
1997 between Meadowlands MRI, LLC and Meadowlands Diagnostic Imaging, P.A.
Any provision in Amendment No. 2 ("Amendment") hereof that may be contrary to
any provision of the Agreement shall prevail and override the Agreement.
Except as expressly set forth herein, all other provisions of the Agreement
shall remain in full force and effect. Both parties warrant to each other that
this Amendment has been authorized and duly executed and is binding on both
parties hereto as of the 26th day of December, 1997.
LENDER:
DVI Business Credit Corporation
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Managing Director
BORROWER: BORROWER:
HealthCare Imaging Services, Inc. Edgewater Imaging Associates, L.P.
By: HealthCare Imaging Services of
Edgewater, Inc.
its General Partner
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: President Title: President
BORROWER: BORROWER:
Xxxxx Imaging Associates, X.X. Xxxxxxxxxxx Square Imaging Assoc LP
By: HealthCare Imaging Services, Inc. By: HealthCare Imaging Services of
its General Partner Xxxxxxxxxxx Square its
General Partner
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: President Title: President
BORROWER:
Meadowlands MRI, LLC
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: President
EXHIBIT A
TO UCC-1 FINANCING STATEMENT
Debtor: Meadowlands Diagnostic Imaging, P.A.
Secured Party: Meadowlands MRI, LLC
Assignee of Secured Party: DVI Business Credit Corporation
Debtor hereby grants to Secured Party a security interest in Secured
Party's portion of all of the Debtor's present and future accounts,
accounts receivable, and reimbursement rights pursuant to that certain
Consulting Services Agreement dated September 1, 1997 ("Agreement")
between Debtor and Secured Party including Secured Party's portion of the
proceeds thereof generated from all services rendered by Debtor, except
for such accounts receivable in which the Debtor is not permitted to grant
a security interest as a matter of law. The Secured Party's portion refers
to the portion of collections that Debtor is obligated to remit to Secured
Party pursuant to Exhibit C of the Agreement
EXHIBIT A
TO UCC-1 FINANCING STATEMENT
Debtor: M.R. Radiology Imaging of Lower Manhattan, P.C.
Secured Party: HealthCare Imaging Services, Inc.
Debtor hereby grants to Secured Party a security interest in Secured
Party's portion of all of the Debtor's present and future accounts,
accounts receivable, and reimbursement rights pursuant to that certain
Consulting Services Agreement dated November 1, 1997 ("Agreement") between
Debtor and Secured Party including Secured Party's portion of the proceeds
thereof generated from all services rendered by Debtor, except for such
accounts receivable in which the Debtor is not permitted to grant a
security interest as a matter of law. The Secured Party's portion refers
to the portion of collections that Debtor is obligated to remit to Secured
Party pursuant to Exhibit C of the Agreement
