Guaranty by
Diagnostics and Laboratories in favor of the Seller, the subordinated notes in
the aggregate amount of $1,000,000 issued by Scientific, the warrants issued by
Scientific in connection with such subordinated notes, the related private
placement memorandum and each other document executed and delivered in
connection with the foregoing."
"'Leadtech Sellers' means Raoul D. Rudelli, M.D., Karl Verebey, Ph.D., and
Michael Greenstein."
Section 1.1 of the Credit Agreement is further amended by amending clause (v) of
the definition of "Eligible Accounts to read as follows:
"(V)
ACCOUNTS OWED BY AN ACCOUNT DEBTOR LOCATED OUTSIDE THE UNITED
STATES WHICH ARE NOT (C) BACKED BY A BANK LETTER OF CREDIT NAMING THE LENDER AS
BENEFICIARY OR ASSIGNED TO THE LENDER, IN THE LENDER'S POSSESSION OR CONTROL,
AND WITH RESPECT TO WHICH A CONTROL AGREEMENT CONCERNING THE LETTER-OF-CREDIT
RIGHTS IS IN EFFECT, AND ACCEPTABLE TO THE LENDER IN ALL RESPECTS, IN ITS SOLE
DISCRETION, OR (D) COVERED BY A FOREIGN RECEIVABLES INSURANCE POLICY ACCEPTABLE
TO THE LENDER IN ITS SOLE DISCRETION;"
2.
RULES OF INTERPRETATION. SECTION 1.2 OF THE CREDIT AGREEMENT IS
AMENDED TO READ AS FOLLOWS:
"SECTION 1.2 OTHER DEFINITIONAL TERMS; RULES OF INTERPRETATION. THE WORDS
"HEREOF", "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR IMPORT WHEN USED IN THIS
AGREEMENT SHALL REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR
PROVISION OF THIS AGREEMENT. ALL ACCOUNTING TERMS NOT OTHERWISE DEFINED HEREIN
HAVE THE MEANINGS ASSIGNED TO THEM IN ACCORDANCE WITH GAAP. ALL TERMS DEFINED IN
THE UCC AND NOT OTHERWISE DEFINED HEREIN HAVE THE MEANINGS ASSIGNED TO THEM IN
THE UCC. REFERENCES TO ARTICLES, SECTIONS, SUBSECTIONS, EXHIBITS, SCHEDULES AND
THE LIKE, ARE TO ARTICLES, SECTIONS AND SUBSECTIONS OF, OR EXHIBITS OR SCHEDULES
ATTACHED TO, THIS AGREEMENT UNLESS OTHERWISE EXPRESSLY PROVIDED. THE WORDS
"INCLUDE", "INCLUDES" AND "INCLUDING" SHALL BE DEEMED TO BE FOLLOWED BY THE
PHRASE "WITHOUT LIMITATION". UNLESS THE CONTEXT IN WHICH USED HEREIN OTHERWISE
CLEARLY REQUIRES, "OR" HAS THE INCLUSIVE MEANING REPRESENTED BY THE PHRASE
"AND/OR". DEFINED TERMS INCLUDE IN THE SINGULAR NUMBER THE PLURAL AND IN THE
PLURAL NUMBER THE SINGULAR. REFERENCE TO ANY AGREEMENT (INCLUDING THE LOAN
DOCUMENTS), DOCUMENT OR INSTRUMENT MEANS SUCH AGREEMENT, DOCUMENT OR INSTRUMENT
AS AMENDED OR MODIFIED AND IN EFFECT FROM TIME TO TIME IN ACCORDANCE WITH THE
TERMS THEREOF (AND, IF APPLICABLE, IN ACCORDANCE WITH THE TERMS HEREOF AND THE
OTHER LOAN DOCUMENTS), EXCEPT WHERE OTHERWISE EXPLICITLY PROVIDED, AND REFERENCE
TO ANY PROMISSORY NOTE INCLUDES ANY PROMISSORY NOTE WHICH IS AN
4
EXTENSION OR RENEWAL THEREOF OR A SUBSTITUTE OR REPLACEMENT THEREFOR. REFERENCE
TO ANY LAW, RULE, REGULATION, ORDER, DECREE, REQUIREMENT, POLICY, GUIDELINE,
DIRECTIVE OR INTERPRETATION MEANS AS AMENDED, MODIFIED, CODIFIED, REPLACED OR
REENACTED, IN WHOLE OR IN PART, AND IN EFFECT ON THE DETERMINATION DATE,
INCLUDING RULES AND REGULATIONS PROMULGATED THEREUNDER."
3.
PAYMENTS ON 2001 CAPEX NOTE. SECTION 2.10(C)(I) OF THE CREDIT
AGREEMENT IS AMENDED TO READ AS FOLLOWS:
"(i) The amount of each 2001 Capex Advance shall be due and payable beginning on
the first day of