Exhibit 10.27
[***] - Certain information in this exhibit have been omitted and filed
separately with the Securities and Exchange Commission.
Confidential treatment
has been requested with respect to the omitted portions.
SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED
CREDIT AND SECURITY AGREEMENT
This Amendment, dated as of December 30, 2008, is made by and between Heska
Corporation, a Delaware corporation ("Heska"), Diamond Animal Health, Inc., an
Iowa corporation ("Diamond") (each of Heska and Diamond may be referred to
herein individually as a "Borrower" and collectively as the "Borrowers"), and
Wells Fargo Bank, National Association, operating through its Wells Fargo
Business Credit operating division (the "Lender").
Recitals
The Borrowers and the Lender are parties to a Third Amended and Restated Credit
and Security Agreement dated as of December 30, 2005 (as amended to date and as
the same may be hereafter amended from time to time, the "Credit Agreement").
The Borrowers have requested that certain amendments be made to the Credit
Agreement, which the Lender is willing to make pursuant to the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements herein contained, it is agreed as follows:
1.
DEFINED TERMS. CAPITALIZED TERMS USED IN THIS AMENDMENT WHICH ARE
DEFINED IN THE CREDIT AGREEMENT SHALL HAVE THE SAME MEANINGS AS DEFINED THEREIN,
UNLESS OTHERWISE DEFINED HEREIN.
IN ADDITION, SECTION 1.1 OF THE CREDIT
AGREEMENT IS AMENDED BY ADDING OR AMENDING, AS THE CASE MAY BE, THE FOLLOWING
DEFINITIONS:
"Prepayment Factor" means one percent (1%).
2.
INVENTORY CAP. THE FIGURE "$7,500,000" IN CLAUSE (III) OF THE
DEFINITION OF "BORROWING BASE" IS REPLACED BY THE FIGURE "$6,500,000".
3.
SPREAD. SECTION 2.7 OF THE CREDIT AGREEMENT IS HEREBY AMENDED TO
READ IN ITS ENTIRETY AS FOLLOWS:
"SECTION 2.7
SPREAD.
THE SPREAD (THE "SPREAD") MEANS TWO AND ONE-HALF
PERCENT (2.5%)."
[***] - Certain information on this page have been omitted and filed separately
with the Securities and Exchange Commission.
Confidential treatment has been
requested with respect to the omitted portions.
4.
AUDIT FEES. SECTION 2.9(B) OF THE CREDIT AGREEMENT IS HEREBY
AMENDED TO READ IT ITS ENTIRETY AS FOLLOWS:
"(B)
AUDIT FEES. THE BORROWERS SHALL PAY THE LENDER FEES IN CONNECTION
WITH ANY COLLATERAL EXAMS, AUDITS OR INSPECTIONS CONDUCTED BY OR ON BEHALF OF
THE LENDER OF ANY COLLATERAL OR THE BORROWERS' OPERATIONS OR BUSINESS AT THE
RATES ESTABLISHED FROM TIME TO TIME BY THE LENDER AS ITS COLLATERAL EXAM FEES
(WHICH FEES ARE CURRENTLY $125 PER HOUR PER COLLATERAL EXAMINER), TOGETHER WITH
ALL ACTUAL OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONDUCTING ANY SUCH
COLLATERAL EXAMINATION OR INSPECTION; PROVIDED, HOWEVER, THAT SO LONG AS NO
DEFAULT PERIOD EXISTS AND AVERAGE AVAILABILITY (COMPUTED ON A 90-DAY ROLLING
AVERAGE BASIS, AS REASONABLY DETERMINED BY THE LENDER) EXCEEDS $1,750,000 THE
LENDER WILL NOT DEMAND REIMBURSEMENT FOR MORE THAN THREE SUCH COLLATERAL EXAMS
IN ANY CALENDAR YEAR."
5.
FINANCIAL COVENANTS.
SECTIONS 6.12 AND 6.13 OF THE CREDIT
AGREEMENT ARE HEREBY AMENDED TO READ IN THEIR ENTIRETIES