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Exhibit 10.38
[LOGO: NORWEST]
NORWEST BANK IOWA,
NATIONAL ASSOCIATION FIRST AMENDMENT
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THIS FIRST AMENDMENT (the "First Amendment") dated to be effective as of March
21, 2000 is between Norwest Bank Iowa, National Association (the "Bank") and
Patient Infosystems, Inc. (the "Borrower").
BACKGROUND
The Borrower and the Bank entered into a Credit Agreement dated as of December
23, 1999 (the "Agreement"), pursuant to which the Bank extended to the Borrower
a committed revolving line of credit (the "Line"). Borrowings under the Line are
evidenced by a promissory note dated as of December 23, 1999 (the "December 1999
Revolving Note").
The Borrower has now requested that the Bank increase the amount of credit
available under the Line to TWO MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS
($2,500,000.00). The Bank is willing to grant this request, subject to the terms
and conditions of this First Amendment. Capitalized terms not otherwise defined
in this First Amendment shall have the meaning given them in the Agreement.
In consideration of the above premises, the Bank and the Borrower agree that the
Agreement is hereby amended as of the date of this First Amendment as follows:
1. Section 1.1 of the Agreement is hereby deleted in its entirety and restated
as follows:
"1.1 LINE OF CREDIT AMOUNT. During the Line Availability Period
defined below, the Bank agrees to provide a revolving line of
credit (the "Line") to the Borrower. Outstanding amounts under
the Line will not, at any one time, exceed TWO MILLION FIVE
HUNDRED THOUSAND AND 00/100 DOLLARS ($2,500,000.00)."
2. To evidence increased borrowings under the Line, the Borrower will modify the
December 1999 Revolving Note by executing and delivering to the Bank a note
modification agreement in form and content acceptable to the Bank (the" Note
Modification Agreement"). Each reference in the Agreement to the Revolving Note
shall be deemed to refer to the December 1999 Revolving Note as modified by the
Note Modification Agreement.
3. In consideration of increased availability under the Line, the Bank has
required additional credit support, which Xxxx Xxxxxxxxx and Xxxxxx X. Xxxxxxxx
have agreed to provide. Therefore, as an additional condition precedent to the
obligation of the Bank to provide additional credit under the Line, the Borrower
will deliver, or cause to be delivered to the Bank letters of credit issued by
banking institutions acceptable to the Bank for the benefit of the Bank as
beneficiary, in the amount of $1,000,000.00. Until such time that the Bank
receives such letters of credit, and until such time as the Borrower has
otherwise complied with all other terms of the Agreement as amended by this
First Amendment, the Bank will have no obligations under this Amendment to honor
requests for additional credit under the increased Line. The description of
"Standby Letters of Credit" described on Exhibit A to the Agreement shall be
amended to reflect the terms of this paragraph.
4. The Borrower hereby represents and warrants to the Bank as follows:
A. The Agreement as amended by this First Amendment remains in
full force and effect.
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B. The Borrower has no knowledge of any default under the
terms of the Agreement or the Revolving Note, or of any event that with
notice or the lapse of time or both would constitute a default under
the Agreement or the Revolving Note.
C. The execution, delivery and performance of this First
Amendment and all related documentation described in this First
Amendment are within its corporate powers, have been duly authorized
and are not in contravention of law or the terms of the Borrower's
articles of incorporation or bylaws, or of any undertaking to which the
Borrower is a party or by which it is bound.
D. The resolutions set forth in the Corporate Certificate of
Authority dated December 21, 1999 and delivered by the Borrower to the
Bank have not been amended or rescinded, and remain in full force and
effect.
6. Except as modified by this First Amendment, the Agreement remains unchanged
and in full force and effect.
7. The Borrower and the Guarantor each acknowledge receipt of a copy of the
Agreement and this First Amendment and all related documents referenced therein
and executed by the Borrower and the Guarantor in connection with the Agreement
and the indebtedness of the Borrower to the Bank under the Agreement.
IN WITNESS WHEREOF, the Bank and Borrower have executed this First Amendment as
of the date and year first above written.
NORWEST BANK IOWA,
NATIONAL ASSOCIATION PATIENT INFOSYSTEMS, INC.
/s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxxx ------------------------------
Vice President Its: President & CEO
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ACKNOWLEDGMENT AND CONSENT OF GUARANTOR XXXX XXXXXXXXX
Xxxx Xxxxxxxxx acknowledges that he has reviewed the terms of the above
Agreement and agrees that his Guaranty dated as of December 23, 1999, will
continue to support the Borrower's obligations under the Agreement as amended by
the above First Amendment.
Date:
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Xxxx Xxxxxxxxx
