FOURTH AMENDMENT TO SUBORDINATED NOTE
This Fourth Amendment to Subordinated Note (the "Fourth Amendment"),
effective the first day of May, 2000, is to that certain Convertible
Subordinated Promissory Note (the "Subordinated Note") in the original principal
sum of SEVEN MILLION AND NO/100 DOLLARS ($7,000,000.00) dated on or about April
30, 1996, executed by LASERMEDICS, INC., a Texas corporation (the "Company") and
payable to MAXXIM MEDICAL, INC., a Delaware corporation (the "Holder").
R E C I T A L S
WHEREAS, the Company executed and delivered the Subordinated Note to the
WHEREAS, the Subordinated Note is subject to the terms and conditions of
that certain Subordination Agreement between the Company, Comerica Bank-Texas, a
Texas banking association, and the Holder;
WHEREAS, the Holder hereby warrants and represents that it is still the
owner and holder of the Subordinated Note;
WHEREAS, the Holder and the Company have agreed to modify and amend the
Subordinated Note as hereinafter provided, and have obtained the consent of
Comerica Bank-Texas to such amendment, all in the manner hereinafter described.
1. AMENDMENT TO SUBORDINATED NOTE - INTEREST. Article II, Section 2.1
entitled "Interest" and Article II, Section 2.3, entitled
"Redemption", of the Subordinated Note is hereby modified and
amended as follows:
(a) 2.1 INTEREST - PAST DUE. All past due interest installments
and all interest installments which become due prior to May 1,
2000, are hereby deferred and shall not be payable until MAY
(b) 2.1 INTEREST - PAYABLE MAY 1, 2000, THROUGH NOVEMBER 1, 2001.
The interest installment which is due on May 1, 2000 and those
which become due through November 1, 2001 are hereby deferred
and shall not be due and payable until MAY 1, 2002.
NOTWITHSTANDING THE FOREGOING, any interest installment deferred pursuant
to this Fourth Amendment shall be considered due and owing for purposes of
Section 4.1, thereby entitling the Holder to convert such deferred interest
installment into fully paid and nonassessable shares of Common Stock of the
Company, all in the manner provided for in Section 4.1 of the Subordinated Note.
In calculating the Conversion Price, the deferral of interest in the manner
provided in the Fourth Amendment shall not constitute an Event of Default. Once
converted, the deferred interest installment would be deemed paid.
2. AMENDMENT TO SUBORDINATED NOTE - REDEMPTION. Article II, Section 2.3
entitled "Redemption", of the Subordinated Note is hereby modified
and amended as follows:
(a) 2.3.2 MANDATORY REDEMPTION - PAST DUE. All past due principal
redemption payments and all mandatory principal redemptions
which become due prior to May 1, 2000, are hereby deferred and
shall not be due and payable until MAY 1, 2002.
(b) 2.3.2 MANDATORY REDEMPTION - DUE MAY 1, 2000. The principal
redemption payments due May 1, 2000 and May 1, 2001 are hereby
deferred and shall not be due and payable until MAY 1, 2002.
No penalty, default or additional interest shall be payable by the
Company as a result of this Amendment.
3. RATIO TEST FOR DEFERRED INTEREST AND/OR DEFERRED REDEMPTION
PAYMENTS. A new Section 2.5 is added to the Subordinated Note to
read as follows:
SECTION 2.5 RATIO TEST FOR DEFERRED INTEREST AND DEFERRED REDEMPTION
PAYMENTS. At such time as the Company achieves, a Cash Flow Coverage
ratio of 1.75 to 1.0 provided, that there then exist no default by
the Company under its credit agreement with Comerica Bank-Texas, and
further provided that the payment of any deferred interest or
deferred redemption payment would not result in any default
thereunder, the Borrower shall pay in cash any interest or
redemption payment which was deferred pursuant to the terms of the
Fourth Amendment (provided the same had not previously been
Converted to stock) so long as the same is paid in a month when the
Company has achieved a Cash Flow Coverage ratio of 1.75 to 1.0.
For purposes hereof, "Cash Flow Coverage" means the sum of net
income, plus depreciation, plus amortization and interest expense,
divided by the sum of current maturities of long term debt, plus
current maturities of capital leases, plus interest expense, plus
non-finance capital expenditures, to be calculated on a rolling
three (3) month basis.
4. ACCELERATION. Article II of the Subordinated Note is hereby amended
by adding a new Section 2.6 thereto to read as follows:
SECTION 2.6 ACCELERATION. In the event that the indebtedness owing
by the Company to Comerica Bank-Texas is repaid in full prior to May
1, 2002, all payments of interest and all mandatory principal
redemptions payments deferred pursuant to the provisions of the
First, Second and Third Amendment to Subordinated Note shall then be
immediately due and payable in full.
5. RATIFICATION. Except as herein above amended, the Subordinated Note
remains in full force and effect.
6. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, but all of which when taken together shall constitute
one and the same instrument.
EXECUTED this 25TH day of May, 2000, but effective as of May 1, 2000.
MAXXIM MEDICAL, INC.,
a Delaware corporation
By: /s/ MARK SELLERS
Name: MARK SELLERS
Title: VICE CHAIRMAN & CFO
HENLEY HEALTHCARE, INC.
a Texas corporation (formerly known as
By: /s/ JAMES STURGEON
Director of Finance
Acknowledged and Agreed to
this 30TH day of JULY, 2000
a Texas Banking Association
By: /s/ ROBIN KAIN