EXHIBIT 10.26
AMENDED REVOLVING LINE OF CREDIT
AGREEMENT
This Amended Revolving Line of Credit
Agreement (the "Agreement") is made and entered into in this 16th
day of December, 2008 (the “Effective Date”), by and
between Boston Avenue Capital, LLC, an Oklahoma limited liability
company ("Lender"), and CompuMed, Inc., a Delaware corporation
("Borrower").
WHEREAS, Lender and Borrower entered into
a Revolving Line of Credit Agreement and Promissory Note dated
February 15, 2008 (collectively, the “Original Credit
Agreement”); and
WHEREAS, Lender and Borrower seek to
amend and restate the terms of the Original Credit Agreement as set
forth in this Agreement.
NOW, THEREFORE, in consideration of the
mutual covenants and agreements contained herein, the parties agree
as follows:
1.
LINE OF CREDIT. The Original
Credit Agreement and Promissory Note are hereby terminated in its
entirety and replaced with this Agreement and new Promissory Note.
Lender hereby establishes for a period extending to December
31, 2010 a revolving line of credit (the "Credit Line") for
Borrower in the principal amount of Four Million Dollars
($4,000,000.00) (the "Credit Limit"). In connection herewith,
Borrower shall execute and deliver to Lender a Promissory Note in
the amount of the Credit Limit in form and content of Exhibit A
attached hereto. All sums advanced on the Credit Line or pursuant
to the terms of this Agreement (each an "Advance") shall become
part of the principal of said Promissory Note.
2.
ADVANCES. Any request for an
Advance may be made from time to time in writing (in substantially
the form attached hereto as Exhibit B) to the Lender in such
amounts as Borrower may choose; provided, however , (i) any
requested Advance will not, when added to the outstanding principal
balance of all previous Advances, exceed the Credit Limit; (ii) no
Advances shall be made in the event the board of directors of
Borrower existing on the Effective Date (the “Current
Directors”) (or any individuals in replacement of, or in
addition to, the the Current Directors who are approved in writing
by Lender in Lender’s discretion without any obligation to
provide an explanation for the exercise of that discretion) cease
to be the only members of the board of directors of Borrower (a
“Board Member Event”); (iii) no Advances shall be made
without the unanimous approval of the members of the Board of
Directors of the Borrower; (iv) no Advances shall be made in the
event of the discovery of a material liability not disclosed in the
Company’s From 10Q or 10K filings with the Securities and
Exchange Commission; and (v) no Advances shall be made without the
prior written consent of Lender (which Lender may deny in its sole
discretion without any obligation to provide an explanation for its
exercise of its discretion) if Borrower or any of its officers,
directors, employees, shareholders or affiliates become a party to
a legal cause of action (whether it be local, state, federal,
administrative or otherwise) related to the Borrower and/or its
affiliates. Borrower shall notify the Lender of the cause of action
within three (3) business days of its knowledge of the
cause of action, such notice to include
reasonably sufficient detail to explain the cause of action (a
“Cause of Action”). Requests for Advances may be made
orally or in writing by such officer of Borrower authorized by it
to request such Advances. Until such time as Lender may be notified
otherwise, Borrower hereby authorizes its president to request
Advances. Lender may refuse to make any requested Advance if an
event of default has occurred and is continuing hereunder either at
the time the request is given or the date the Advance is to be
made, or if an event has occurred or condition exists which, with
the giving of notice or passing of time or both, would constitute
an event of default hereunder as of such dates. The funds
from the Advances will be used by the Borrower for acquisitions and
operating expenses in connection with the operations of the
Borrower.
3.
INTEREST. All Advances made
pursuant to this Agreement shall bear simple interest from the date
each Advance is made until the Advance is paid in full at a rate
per annum during each quarterly interest period equal to the rate
per annum of the London interbank offered rate (LIBOR) for
three-month deposits (as published in the Dow Jones Markets
Telerate Page or such other commercially accepted publication),
determined as of 11:00 a.m. London time on the second business day
prior to the start of such quarterly interest period (the
“Principal Interest”). All sums up to the Credit
Limit which have not been advanced shall bear interest until such
time as such funds are Advanced to Borrower at a rate of one
percent (1%) per annum compounded annually on the first business
day of each calendar year (the “Commitment Interest”).
Borrower may, at any time reduce the total amount of the
Letter of Credit (as hereafter provided) by written notice to the
Lender and the issuer thereof and no Commitment Interest or other
fee or charge shall be due or payable by Borrower in respect of the
amount by which the Letter of Credit is so reduced.
4.
REPAYMENT. Borrower shall pay
Principal Interest accrued as the first day of each calendar
quarter in arrears on the principal balance of Advances outstanding
during the prior quarter commencing on the fifth business day
of the calendar quarter immediately following the initial Advance
and continuing thereafter with such payments of Principal Interest
being due on the fifth business day of each July, October, January
and April thereafter. The entire unpaid principal balance, together
with any accrued interest and other unpaid charges or fees
hereunder, shall be due and payable on the Maturity Date. All
payments shall be made to Lender at such place as Lender may, from
time to time, designate. All payments received hereunder shall be
applied, first, to any costs or expenses incurred by Lender in
collecting such payment or to any other unpaid charges or expenses
due hereunder; second, to accrued interest; and third, to
principal. Borrower may prepay principal at any time without
penalty. Any Advances which are prepaid shall bear Commitment
Interest until the Maturity Date or until again Advanced
(“Readvanced Funds”), at which point the Readvanced
Funds shall bear Principal Interest from the date of Readvance
until paid in full.
5.
REPRESENTATIONS AND WARRANTIES.
In order to induce Lender to enter into this Agreement and to make
the advances provided for herein, Borrower represents and warrants
to Lender as follows:
a.
Borrower is a duly organized,
validly existing, and in good standing under the laws of the State
of Delaware with the power to own its assets and to transact
business in states where its business is conducted.
b.
Borrower has the authority and
power to execute and deliver any document required hereunder and to
perform any condition or obligation imposed under the terms of such
documents.
c.
The execution, delivery and
performance of this Agreement and each document incident hereto
will not violate any provision of any applicable law, regulation,
order, judgment, decree, article of incorporation, by-law,
indenture, contract, agreement, or other undertaking to which
Borrower is a party, or which purports to be binding on Borrower or
its assets and will not result in the creation or imposition of a
lien on any of its assets.
d.
There is no action, suit,
investigation, or proceeding pending or, to the knowledge of
Borrower, threatened, against or affecting Borrower or any of its
assets which, if adversely determined, would have a material
adverse affect on the financial condition of Borrower or the
operation of its business.
6.
EVENTS OF DEFAULT. An event of default
will occur if any of the following events occurs:
a. Failure to pay any principal or
interest hereunder within ten (10) days after the same becomes
due.
b. Any
representation or warranty made by Borrower in this Agreement or in
connection with any borrowing or request for an Advance hereunder,
or in any certificate, financial statement, or other statement
furnished by Borrower to Lender is untrue in any material respect
at the time when made.
c. Default
by Borrower in the observance or performance of any other covenant
or agreement contained in this Agreement, other than a default
constituting a separate and distinct event of default under this
Paragraph 6.
d. Filing by Borrower of a
voluntary petition in bankruptcy seeking reorganization,
arrangement or readjustment of debts, or any other relief under the
Bankruptcy Code as amended or under any other insolvency act or
law, state or federal, now or hereafter existing.
e. Filing of an involuntary
petition against Borrower in bankruptcy seeking reorganization,
arrangement or readjustment of debts, or any other relief under the
Bankruptcy Code as amended, or under any other insolvency act or
law, state or federal, now or hereafter existing, and the
c
