Fifth Amendment to Credit Agreement between Invivo Corporation and Wells Fargo Bank

Summary

This amendment updates the existing credit agreement between Invivo Corporation and Wells Fargo Bank, dated October 6, 1998. The amendment removes G.C. Industries, Inc. as a subsidiary of Invivo Corporation, releases it from any guaranty or collateral obligations, and confirms that all other terms of the original agreement remain unchanged. Both parties reaffirm their commitments and confirm that there are no current defaults under the agreement.

EX-10.16 3 f84605exv10w16.txt EXHIBIT 10.16 EXHIBIT 10.16 FIFTH AMENDMENT TO CREDIT AGREEMENT THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of March 2, 2001, by and between INVIVO CORPORATION, a Delaware corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"). RECITALS WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of that certain Credit Agreement between Borrower and Bank dated as of October 6, 1998, as amended from time to time ("Credit Agreement"). WHEREAS, G.C. Industries, Inc. is no longer a wholly-owned subsidiary of Borrower, and Bank and Borrower have agreed to amend the Credit Agreement to reflect said change. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows: 1. Section 1.2(a) is hereby amended by deleting "G.C. Industries, Inc." from the definition of "Subsidiaries" therein. Bank and Borrower each acknowledge that G.C. Industries, Inc. no longer has any of the rights or obligations of a Subsidiary under the Credit Agreement and that the guaranty by G.C. Industries, Inc. of, and its pledge of collateral as security for, the obligations of Borrower to Bank are hereby released. 2. Except as specifically provided herein, all terms and conditions of the Credit Agreement remain in full force and effect, without waiver or modification. All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment. This Amendment and the Credit Agreement shall be read together, as one document. 3. Borrower hereby remakes all representations and warranties contained in the Credit Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the date of this amendment there exists no Event of Default as defined in the Credit Agreement, nor any condition, act or even which with the giving of notice or the passage of time or both would constitute any such Event of Default. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above. WELLS FARGO BANK, INVIVO CORPORATION NATIONAL ASSOCIATION By: __________________________ By: __________________________ James B. Hawkins Gary Kurtzman President Assistant Vice President By: ___________________________ John F. Glenn Vice President-Finance