EX-99.1 2 c57805_ex99-1.htm

Exhibit 99.1

AMENDMENT NO. 1 TO LINE OF CREDIT AGREEMENT

          THIS AMENDMENT NO. 1 TO LINE OF CREDIT AGREEMENT (this "Amendment") is entered into as of May 28, 2009 by and among HC INNOVATIONS, INC., a Delaware corporation (the "Borrower") and the LENDERS identified on the signature pages hereto (each, a "Lender" and collectively, the "Lenders").

RECITALS

          WHEREAS, the Borrower and the Lenders entered into a Line of Credit Agreement (the "Line of Credit Agreement") dated as of March 12, 2009;

          WHEREAS, the parties hereto desire to amend the Line of Credit Agreement to provide for an extension of the Maturity Date to July 31, 2009.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

          1.           Definitions. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Line of Credit Agreement.

          2.           Amendment of Section 12 of the Line of Credit Agreement. The definition of "Maturity Date" contained in Section 12 of the Line of Credit Agreement is amended to read as follows :

          "Maturity Date" shall mean July 31, 2009.

          3.           Fees and Expenses. The Borrower agrees to pay on demand all reasonable costs and expenses of each Lender, including, but not limited to, reasonable attorneys’ fees and expenses, incurred in connection with the preparation, negotiation and closing of this Amendment, and in connection with the transactions contemplated by the Line of Credit Agreement, as amended hereby.

          4.           Governing Law. All questions concerning the construction, interpretation and validity of this Amendment shall be governed by and construed and enforced in accordance with the law of the State of New York, without giving effect to any choice or conflict of law provision or rule that would cause the application of the law of any jurisdiction other than the State of New York.

          5.           Counterparties; Effectiveness. This Amendment may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Counterparts transmitted by facsimile may be treated as an original instrument and relied upon for all purposes as such. This

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Amendment shall become effective on the date on which counterparts hereof have been executed and delivered by the Borrower and each of the Lenders.

          6.           Miscellaneous. The parties hereto agree and acknowledge that nothing contained in this Amendment in any manner or respect limits or terminates any of the provisions of the Line of Credit Agreement, other than as expressly set forth herein and further agree and acknowledge that the Line of Agreement remains and continues in full force and effect. If there is any conflict between the terms and conditions this Amendment and the terms and conditions of any of the Line of Credit Agreement, the terms and conditions of this Amendment shall prevail. Except to the extent expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not operate as an amendment of any right, power or remedy of any party the Line of Credit Agreement, nor constitute an amendment of any provision of the Line of Credit Agreement. On and after the date of this Amendment, each reference in the Line of Credit Agreements to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Line of Credit Agreement as amended hereby.

[Signature pages follow. The remainder of this page is intentionally left blank.]

 

 

 

 

 

 

 

 

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          IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be duly executed and delivered as of the date first above written.

BORROWER:
   
HC INNOVATIONS, INC.
   
   
By:
/s/ Scott Walker
Name: R. Scott Walker
Title: CFO
   
   
LENDERS:
   
   
THE KENNETH D LAMÉ
LIVING TRUST
   
   
By:
 
Name: Kenneth D. Lamé
Title: Trustee
   
   
WELWYN MANAGEMENT COMPANY
   
   
By:
 
Name: Richard DeLater
Title:  
   
   
BRAHMA FINANCE (BVI) LIMITED
   
   
By:
 
Name: Nicholas Barham
Title: