Third Amendment to Loan and Security Agreement among the Company, certain of its subsidiaries, Comerica Bank and Bridge Bank, National Association

	CAREVIEW COMMUNICATIONS, INC., a Nevada Corporation
	By:	/s/ Samuel A. Greco
	Title:	CEO
	CAREVIEW COMMUNICATIONS, INC. a Texas Corporation
	By:	/s/ Samuel A. Greco
	Title:	CEO
	CAREVIEW OPERATIONS, L.L.C. a Texas Limited Liability Company
	By:	/s/ Samuel A. Greco
	Title:	CEO
	COLLATERAL AGENT AND LENDER: COMERICA BANK
	By:	/s/ [Unintelligible]
	Title:	Senior Vice President
	LENDER:   BRIDGE BANK, NATIONAL ASSOCIATION
	By:	/s/ [Unintelligible]
	Title:	Vice President

[Signature Page to Third Amendment to Loan & Security Agreement]

 

EXHIBIT E

 

Please send all Required Reporting to:	Comerica Bank
	Technology & Life Sciences Division
	Loan Analysis Department
	Five Palo Alto Square, Suite 800
	3000 El Camino Real
	Palo Alto, CA 94306
	Phone: (650) 846-6820
	Fax: (650) 462-6061

 

FROM:

CAREVIEW COMMUNICATIONS, INC., a Nevada corporation, for itself and on behalf of its Subsidiaries (collectively, “Borrowers”)

 

The undersigned authorized Officer of CAREVIEW COMMUNICATIONS, INC., a Nevada corporation, hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement among Borrowers, Bridge Bank, N.A. and Bank (the "Agreement"), (i)Borrowers are in complete compliance for the period ending_________________________ with all required covenants, including without limitation the ongoing registration of intellectual property rights in accordance with Section 6.8, except as noted below and (ii) all representations and warranties of Borrowers stated in the Agreement are true and correct in all material respects as of the date hereof.  Attached herewith are the required documents supporting the above certification.  The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes.

 

Please indicate compliance status by circling Yes/No under "Complies" or "Applicable" column.

 

REPORTING COVENANTS	REQUIRED	COMPLIES
Company Prepared Monthly F/S	Monthly, within 30 days	YES	NO
Compliance Certificate	Monthly, within 30 days	YES	NO
CPA Audited, Unqualified F/S	Annually, within 120 days of FYE	YES	NO
Borrowing Base Cert., A/R & A/P Agings; future, rolling twelve (12) month billings report	Monthly, within 30 days	YES	NO
Annual Business Plan (incl. operating budget)	By 2/15	YES	NO
Intellectual Property Report	Quarterly within 30 days	YES	NO
Audit	Semi-annual	YES	NO
10-Q	Quarterly, within 5 days of SEC filing (50 days)	YES	NO
10-K	Annually, within 5 days of SEC filing (95 days)	YES	NO
Total amount of Borrower's cash and
investments
Total amount of Borrower's cash and	Amount: $______________________	YES	NO
investments maintained with Comerica Bank
Total amount of Borrower's cash and
investments maintained with Bridge Bank, N.A.	Amount: $______________________	YES	NO

REPORTING COVENANTS	DESCRIPTION	APPLICABLE
Legal Action > $100,000 (Sect. 6.2(iv))	Notify promptly upon notice _________________	YES	NO
Inventory Disputes > $100,000 (Sect. 6.3)	Notify promptly upon notice _________________	YES	NO
Mergers & Acquisitions > $250,000 (Sect. 7.3)	Notify promptly upon notice _________________	YES	NO
Cross default with other agreements	Notify promptly upon notice _________________	YES	NO
> $100,000 (Sect. 8.7)		YES	NO
Judgment > $100,000 (Sect. 8.9)	Notify promptly upon notice _________________	YES	NO

FINANCIAL COVENANTS	REQUIRED	ACTUAL	COMPLIES
TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED:
Minimum Cash at Comerica Bank (at all times)	$2,500,000*	$________________________________________	YES	NO
Minimum Cash at Bridge Bank (at all times)	$2,500,000*	$________________________________________	YES	NO
Minimum Fixed Charge Coverage Ratio (quarterly)	5.01:1:00	_______________________:1.00	YES	NO
OTHER COVENANTS	REQUIRED	ACTUAL	COMPLIES
Permitted Indebtedness for equipment leases	<$250,000	_______________________________	YES	NO
Permitted Investments for stock repurchase	<$250,000	_______________________________	YES	NO
Permitted Investments for subsidiaries	<$100,000	_______________________________	YES	NO
Permitted Investments for employee loans	<$100,000	_______________________________	YES	NO
Permitted Investments for joint ventures	<$250,000	_______________________________	YES	NO
Permitted Liens for equipment leases	<$250,000	_______________________________	YES	NO
Permitted Transfers	<$250,000	_______________________________	YES	NO

*$2,000,000 during the Reduced Minimum Cash Period

 

Please Enter Below Comments Regarding Violations:

 

The Officer further acknowledges that at any time Borrowers are not in compliance with all the terms set forth in the Agreement, including, without limitation, the financial covenants, no credit extensions will be made.

 

Very truly yours,
Authorized Signer
Name:
Title:

 

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