VITALWORKS INC
THIRD AMENDMENT TO WAIVER & CONSENT
<DOCUMENT>
<TYPE>EX-10.32
<SEQUENCE>3
<FILENAME>y95039exv10w32.txt
<DESCRIPTION>THIRD AMENDMENT TO WAIVER & CONSENT
<TEXT>
<PAGE>
                                                                   Exhibit 10.32
EXECUTION COPY

THIRD AMENDMENT TO, AND WAIVER AND CONSENT UNDER, AMENDED AND RESTATED LOAN AND
                               SECURITY AGREEMENT


      THIS THIRD AMENDMENT TO, AND WAIVER AND CONSENT UNDER, AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT (this "Third Amendment") is made and
entered into as of February 3, 2004, by and between VitalWorks Inc., a Delaware
corporation (the "Borrower"), and Wells Fargo Foothill, Inc., a California
corporation (the "Lender"), in its capacity as the Lender under the Loan
Agreement referenced below.

                                   WITNESSETH:

      WHEREAS, the Borrower and the Lender are parties to that certain Amended
and Restated Loan and Security Agreement, dated as of August 20, 2003 (as
amended, supplemented or modified from time to time, the "Loan Agreement");

      WHEREAS, the Borrower has requested, and the Lender has agreed, subject to
the terms and conditions herein, to extend the time to deliver the Borrower's
Projections for fiscal year 2005 pursuant to Section 6.3(c) of the Loan
Agreement;

      WHEREAS, pursuant to Section 7.20(a)(i) of the Loan Agreement, the
Borrower is required to maintain minimum EBITDA in accordance with the amounts
set forth therein and the time periods set forth therein; and

      WHEREAS, the Borrower and the Lender wish to amend Section 7.20(a)(i) of
the Loan Agreement as herein provided;

      NOW, THEREFORE, in consideration of the agreements and provisions herein
contained, the parties hereto do hereby agree as follows:

SECTION 1. DEFINITIONS. Any capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to such terms in the Loan Agreement.

SECTION 2. WAIVERS AND CONSENTS.

      2.01 WAIVER WITH RESPECT TO PROJECTIONS. Subject to the satisfaction of
each of the conditions precedent set forth in Section 5 below, the Lender hereby
agrees that, notwithstanding Section 6.3(c) of the Loan Agreement, the date by
which the Borrower is required to deliver the Borrower's Projections for fiscal
year 2005 shall be extended to January 31, 2005.
<PAGE>
SECTION 3. AMENDMENTS TO LOAN AGREEMENT. The Loan Agreement is hereby amended,
effective as of the date this Third Amendment becomes effective in accordance
with Section 4 hereof, as follows:

      3.01 AMENDMENTS TO SECTION 7.20. Section 7.20(a)(i) of the Loan Agreement
is hereby amended and restated in its entirety by inserting the following in
replacement thereof:

            (i)   MINIMUM EBITDA. EBITDA, measured on a fiscal quarter-end
                  basis, of not less than the required amount set forth in the
                  following table for the applicable period set forth opposite
                  thereto;

<TABLE>
<CAPTION>
          Applicable Amount                    Applicable Period
          -----------------                    -----------------
<S>                                <C>
             $15,000,000                    For the 12 month period
                                           ending December 31, 2003

              $9,530,000                    For the 12 month period
                                             ending March 31, 2004

              $4,715,000                    For the 12 month period
                                             ending June 30, 2004

              $3,407,000                    For the 12 month period
                                           ending September 30, 2004

              $8,000,000                    For the 12 month period
                                           ending December 31, 2004

       An amount determined by      For the 12 month period ending each fiscal
      the Lender based upon the                 quarter thereafter
       Projections delivered
         pursuant to Section
      6.3(c); provided, that if
         the Lender does not
       receive such Projections
       or the Borrower and the
       Lender cannot agree (for
       any reason) on covenants
          acceptable to the
       Borrower and the Lender,
      then the Applicable Amount
        shall be $15,000,000
</TABLE>


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<PAGE>
SECTION 4. REPRESENTATIONS AND WARRANTIES. In order to induce the Lender to
enter into this Third Amendment, the Borrower hereby represents and warrants
that:

      4.01 NO DEFAULT. To the best of the Borrower's knowledge or belief, at and
as of the date of this Third Amendment and as of the Effective Date, both prior
to and after giving effect to this Third Amendment, no Default or Event of
Default exists.

      4.02 CORPORATE POWER, ETC. The Borrower (a) has all requisite corporate
power and authority to execute and deliver this Third Amendment and to
consummate the transactions contemplated hereby and (b) has taken all action,
corporate or otherwise, necessary to authorize the execution and delivery of
this Third Amendment and the consummation of the transactions contemplated
hereby.

      4.03 BINDING EFFECT. This Third Amendment has been duly executed and
delivered by the Borrower and constitutes the legal, valid and binding
obligations of the Borrower, enforceable against the Borrower in accordance with
its terms, except as such enforceability may be limited by (a) applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or
hereafter in effect, relating to or affecting the enforcement of creditors'
rights generally, and (b) the application of general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

SECTION 5. CONDITIONS. This Third Amendment shall be effective upon the
fulfillment by the Borrower, in a manner satisfactory to the Lender, of all of
the following conditions precedent set forth in this Section 5 (such date, the
"Effective Date"):

      5.01 EXECUTION OF THIS THIRD AMENDMENT. Each of the parties hereto shall
have executed an original counterpart of this Third Amendment and shall have
delivered (including by way of facsimile transmission) the same to the Lender.

      5.02 DELIVERY OF OTHER DOCUMENTS. The Lender shall have received all other
such instruments, documents and agreements as the Lender may reasonably request,
duly executed and dated the date hereof, in form and substance reasonably
satisfactory to the Lender.

      5.03 REPRESENTATIONS AND WARRANTIES. As of the Effective Date, the
representations and warranties set forth in Section 4 hereof shall be true and
correct.

      5.04 COMPLIANCE WITH TERMS. The Borrower shall have complied in all
material respects with the terms hereof and of any other agreement, document,
instrument or other writing to be delivered by the Borrower in connection
herewith.

      5.05 FEE. The Lender shall have received from the Borrower a fee in the
amount of $150,000; provided, however, that (a) the Lender hereby agrees to
return $25,000 of such fee to the Borrower if the Borrower timely delivers to
the Lender the quarterly financial statements for the quarter ended March 31,
2004 pursuant to Section 6.3(a) of the Loan Agreement and EBITDA for the 3-month
period ended March 31, 2004 exceeds $0 and (b) the Lender hereby agrees to
return an additional $25,000 of such fee to the Borrower if (i) the Borrower
timely delivers to the Lender the quarterly financial statements for the quarter
ended June 30, 2004


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<PAGE>
pursuant to Section 6.3(a) of the Loan Agreement and (ii) the sum of (x) EBITDA
for the 3-month period ended June 30, 2004 plus (y) to the extent greater than
$0, EBITDA for the 3-month period ended March 31, 2004, exceeds $700,000 (it
being understood and agreed that the $150,000 fee payable pursuant to this
Section 5.05 shall not reduce EBITDA for purposes hereof).

SECTION 6. MISCELLANEOUS.

      6.01 CONTINUING EFFECT. Except as specifically provided herein, the Loan
Agreement and the other Loan Documents shall remain in full force and effect in
accordance with their respective terms and are hereby ratified and confirmed in
all respects.

      6.02 NO WAIVER. This Third Amendment is limited as specified and the
execution, delivery and effectiveness of this Third Amendment shall not operate
as a modification, acceptance or waiver of any provision of the Loan Agreement
or any other Loan Document, except as specifically set forth herein.

      6.03 REFERENCES.

            (a) From and after the Effective Date, the Loan Agreement, the other
Loan Documents and all agreements, instruments and documents executed and
delivered in connection with any of the foregoing shall each be deemed amended
hereby to the extent necessary, if any, to give effect to the provisions of this
Third Amendment.

            (b) From and after the Effective Date, (i) all references in the
Loan Agreement to "this Agreement", "hereto", "hereof", "hereunder" or words of
like import referring to the Loan Agreement shall mean the Loan Agreement as
amended hereby and (ii) all references in the Loan Agreement, the other Loan
Documents or any other agreement, instrument or document executed and delivered
in connection therewith to "Loan Agreement", "thereto", "thereof", "thereunder"
or words of like import referring to the Loan Agreement shall mean the Loan
Agreement as amended hereby.

      6.04 GOVERNING LAW. THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK OTHER THAN SUCH
LAWS AS WOULD RESULT IN THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN
THE STATE OF NEW YORK.

      6.05 SEVERABILITY. The provisions of this Third Amendment are severable,
and if any clause or provision shall be held invalid or unenforceable in whole
or in part in any jurisdiction, then such invalidity or unenforceability shall
affect only such clause or provision, or part thereof, in such jurisdiction and
shall not in any manner affect such clause or provision in any other
jurisdiction, or any other clause or provision in this Third Amendment in any
jurisdiction.

      6.06 COUNTERPARTS. This Third Amendment may be executed in any number of
counterparts, each of which counterparts when executed and delivered shall be an
original, but


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<PAGE>
all of which shall together constitute one and the same instrument. A complete
set of counterparts shall be lodged with the Borrower and the Lender.

      6.07 HEADINGS. Section headings in this Third Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Third Amendment for any other purpose.

      6.08 BINDING EFFECT; ASSIGNMENT. This Third Amendment shall be binding
upon and inure to the benefit of the Borrower and the Lender and their
respective successors and assigns; provided, however, that the rights and
obligations of the Borrower under this Third Amendment shall not be assigned
without the prior written consent of the Lender.

      6.09 EXPENSES. The Borrower agrees to pay the Lender upon demand for all
reasonable expenses, including reasonable fees of attorneys and paralegals for
the Lender, incurred by the Lender in connection with the preparation,
negotiation and execution of this Third Amendment and any document required to
be furnished herewith.

                           [Signature page to follow]




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<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                                VITALWORKS INC.,
                                a Delaware corporation

                                By:   /s/ Michael A. Manto
                                    ----------------------------------------
                                Title: Executive Vice President and
                                       Chief Financial Officer

                                WELLS FARGO FOOTHILL, INC.,
                                a California corporation

                                By:   /s/ Authorized Signatory
                                    ----------------------------------------
                                Title:





                       [SIGNATURE PAGE OF THIRD AMENDMENT]

</TEXT>
</DOCUMENT>
