Attached files
Exhibit 10.117
AFFIRMATION OF SUBORDINATION AGREEMENT
THIS AFFIRMATION OF SUBORDINATION AGREEMENT is made as of August 20, 2013, by the undersigned creditors (each, a “Creditor” and collectively, the “Creditors”) and Comerica Bank (“Comerica” and, solely in its capacity as collateral agent for the Lenders (as defined below), “Collateral Agent”).
RECITALS
CAREVIEW COMMUNICATIONS, INC., a Nevada corporation (“Borrower”), CAREVIEW COMMUNICATIONS, INC., a Texas corporation (“CareView Texas”) and CAREVIEW OPERATIONS, L.L.C., a Texas limited liability company (“CV Operations;” and collectively with Borrower and CareView Texas, the “Credit Parties”), Comerica and Bridge Bank (collectively with Comerica, the “Lenders”) are parties to that certain Loan and Security Agreement dated as of August 31, 2011 (as amended from time to time, the “Loan Agreement”).
The Credit Parties and the Lenders propose to enter into a Third Amendment to Loan and Security Agreement dated as of the date hereof (collectively, the “Amendment”), which amends the Loan Agreement by, among other things, modifying the financial covenants therein.
Each Creditor executed for the benefit of Collateral Agent a Subordination Agreement dated as of August 31, 2011 (as amended by that certain Amendment to and Affirmation of Subordination Agreement dated as of January 31, 2012, collectively, the “Subordination Agreement”). Lenders have agreed to enter into the Amendment provided, among other things, that each Creditor consents to the entry by Borrower into the Amendment and agrees that the Subordination Agreement will remain effective. .
AGREEMENT
NOW, THEREFORE, Bank and each Creditor agrees as follows:
1. Creditor consents to the execution, delivery and performance by the Credit Parties of the Amendment and the modifications to the Loan Agreement effected by the Amendment. The Subordination Agreement shall remain in full force and effect with respect to all of the Credit Parties’ obligations to Lenders under the Loan Agreement.
2. Collateral Agent and each Creditor affirm their respective obligations under the Subordination Agreement.
3. Unless otherwise defined, capitalized terms in this Affirmation shall have the meaning assigned in the Subordination Agreement. This Affirmation may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one instrument.
[Balance of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the undersigned have executed this Affirmation of Subordination Agreement as of the first date above written.
| “Collateral Agent” | |||
| COMERICA BANK | |||
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By:
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/s/ [Unintelligible]
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Title:
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| “Creditors” | |||
| HealthCor Partners Fund, L.P. | |||
| By:HealthCor Partners Management L.P., its Manager | |||
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By: HealthCor Partners Management, G.P., LLC
Its: General Partner
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By:
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/s/ Jeffrey C. Lightcap
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Name:
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Jeffrey C. Lightcap
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Title:
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Senior Vice President
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| HealthCor Hybrid Offshore Master Fund, L.P | |||
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By:
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HealthCor Hybrid Offshore G.P., LLC
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Its:
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General Partner
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By:
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/s/ John H. Coghlin
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Name:
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John H. Coghlin
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Title:
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General Counsel
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The undersigned approve of the terms of this Amendment to and Affirmation of Subordination Agreement.
| “Credit Parties” | ||||
| CAREVIEW COMMUNICATIONS, INC., a Nevada corporation | CAREVIEW COMMUNICATIONS, INC., a Texas corporation | |||
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By:
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/s/ Samuel A. Greco
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By:
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/s/ Samuel A. Greco
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Title:
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CEO
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Title:
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CEO
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| “Borrower” | ||||
| CAREVIEW OPERATIONS, L.L.C., a Texas limited liability company | ||||
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By:
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/s/ Samuel A. Greco
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Title:
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CEO
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[Signature Page to Affirmation of Subordination Agreement]