SECOND AMENDMENT TO THE SIX AND ONE-HALF PERCENT
CONVERTIBLE NEGOTIABLE NOTE DUE JUNE 30, 2001
This Second Amendment (the "Second Amendment") to the Six and One-Half Percent
Convertible Negotiable Note Due on June 30, 2001 (the "Note") is made on
September 10, 1997 by and among US Diagnostic Inc., a Delaware corporation
("USD") and HEICO Corporation ("Payee" or "Holder of Note").
WHEREAS, the Company issued the Note to the Payee, which Note is dated July 1,
1996 and is a portion of the consideration for the purchase of MediTek Health
Corporation from the Payee;
WHEREAS, the Note was modified as of December 24, 1996 in an amendment to Six
and One-Half Percent Convertible Negotiable Note Due June 30, 2001 (the "First
WHEREAS, both the Company and Payee desire to alter the conversion rate and
certain demand and other features of the Note;
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Payee hereby agree as follows:
1. CONVERSION RATE. Section 2(a) of the Note is amended to delete the phrase
"conversion price of $9.25 per share" and inserted in its place, the phrase
"conversion price of $8.50 per share."
2. REQUIRED CONVERSION. Section 3 of the Note, as modified in the First
Amendment, shall be deleted and the following language inserted in its place:
3. REQUIRED CONVERSION. At any time commencing on the later of
January 1, 1999 or the date that the shares of common stock into
which this Note are convertible are registered for resale by the
holder under the Securities Act of 1933 as amended (such time being
herein called the "required conversion date"), if the last sale
price of the common stock averages at least $9.25 per share for the
ten (10) trading days immediately preceding the required conversion
date, then upon written notice from the Company given within fifteen
(15) days following the required conversion date, the Payee shall
convert this Note at the then applicable conversion rate, provided
however, that in the event of such Notice being given by the
Company, the Payee may provide Notice to
the Company of its election to receive payment in cash of the full
principal balance of the Note together with any accrued but unpaid
interest, in lieu of consenting to the conversion.
3. PRE-PAYMENT. Section 4 of the Note, as previously modified in the First
Amendment, is amended to substitute in place of the date December 31, 1997, the
date January 1, 1999.
4. REDEMPTION AT THE OPTION OF HOLDER. Section 5 of the Note is deleted and the
following language shall be inserted in its place:
5. REDEMPTION AT THE OPTION OF HOLDER. If the shares of the Common
Stock into which this Note are convertible are not registered for
resale by the Holder under the Securities Act of 1933 as amended,
prior to January 1, 1999, Holder shall thereafter have the right to
require the Company to redeem this Note for cash upon ten (10) days
written Notice by Holder to the Company at any time prior to the
date such Registration Statement becomes effective.
5. NO OTHER CHANGES. With the exception of the foregoing, all of the other terms
and provisions of the Note and First Amendment shall remain unchanged. Any
defined terms set forth in this Second Amendment which are not defined herein,
but are defined in the Note, shall have the definitions set forth therein.
Further, all of the miscellaneous provisions contained in Section 8 of the Note
shall apply equally to this Second Amendment.
IN WITNESS WHEREOF, This Second Amendment has been executed and delivered on
the date first specified above by the duly authorized representatives of the
Company and Holder.
US DIAGNOSTIC INC.
BY:/s/ JOSEPH A. PAUL
Joseph A. Paul
President & Chief
BY:/s/ LAURANS A. MENDELSON
Laurans A. Mendelson
Chairman, President and
Chief Executive Officer