EXHIBIT10.100
SECOND AMENDMENT
TO LOAN AND SECURITY AGREEMENT
This
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this
“Amendment” ) is entered into this 3
rd day of March, 2009, by and between SILICON VALLEY
BANK ( “Bank” ) and GLOBAL MED
TECHNOLOGIES, INC ., a Colorado corporation (“ Global
Med ”) , and PEOPLEMED.COM, INC ., a
Colorado corporation (“ PeopleMed ” and,
together with Global Med, the “ Borrower
”).
RECITALS
A. Bank and Borrower have entered into
that certain Loan and Security Agreement with an Effective Date of
June 17, 2008 as modified by that certain Consent to Loan and
Security Agreement dated as of July 17, 2008 and that certain First
Amendment to Loan and Security Agreement dated as of October 3,
2008 (as the same may from time to time be amended, modified,
supplemented or restated, the “Loan Agreement”
). Bank has extended credit to Borrower for the purposes permitted
in the Loan Agreement.
B. Borrower is currently in default of the
Loan Agreement for failing (1) to comply with the covenants set
forth in Sections 6.7(a) and 6.7(b) of the Loan Agreement (the
“Existing Defaults”).
C. Borrower has requested that Bank waive
its rights and remedies against Borrower, limited specifically to
the Existing Defaults. Although Bank is under no obligation to do
so, Bank is willing to not exercise its rights and remedies against
Borrower related to the specific Existing Defaults on the terms and
conditions set forth in this Amendment, so long as Borrower
complies with the terms, covenants and conditions set forth in this
Amendment
D. Bank has agreed to so amend certain
provisions of the Loan Agreement, but only to the extent, in
accordance with the terms, and subject to the conditions set forth
below and in reliance upon the representations and warranties set
forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals
and other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, and intending to be legally bound,
the parties hereto agree as follows:
1. Definitions. Capitalized terms
used but not defined in this Amendment shall have the meanings
given to them in the Loan Agreement.
2. Waiver of Covenant Default.
Bank
hereby waives Borrower's existing default under the Loan Agreement
by virtue of Borrower's failure to comply with the Section 6.7(a)
(Free Cash Flow) of the Loan Agreement for the six month period
ending December 31, 2008 and Borrower’s failure to comply
with Section 6.7(b) (Liquidity Ratio) of the Loan Agreement for the
period beginning December 1, 2008 through December 31, 2008. Bank's
waiver of Borrower's compliance of these covenants shall apply only
to the foregoing period. Accordingly, hereinafter, Borrower shall
be in compliance with these covenants, as hereby
amended.
Bank's
agreement to waive the above-described default (1) in no way shall
be deemed an agreement by the Bank to waive Borrower's compliance
with the above-described covenants as of all other dates and (2)
shall not limit or impair the Bank's right to demand strict
performance of such covenants as of all other dates and (3) shall
not limit or impair the Bank's right to demand strict performance
of all other covenants as of any date.
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3.
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Amendments to Loan
Agreement.
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3.1 Section
2.1.5(b) is amended in
its entirety and replaced with the following:
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(b) Repayment .
Borrower shall pay monthly payments of accrued interest beginning
on the date of each Term Loan Advance through December 31, 2008.
Provided that no Amortization Trigger has occurred, the Term Loan
Advances outstanding on December 31, 2008 shall be payable in sixty
(60) consecutive monthly installments of principal equal to
$83,333.33 plus accrued interest, beginning on January 1, 2009 and
ending on the Term Loan Maturity Date, at which time all
outstanding principal and all accrued unpaid interest and other
amounts owing in connection with the Term Loan Advances shall be
immediately due and payable. Upon the occurrence of an Amortization
Trigger, the Term Loan Advances shall be repaid in monthly
installments of principal equal to $133,333.33 plus accrued
interest, beginning on the date the Amortization Trigger has
occurred and ending on the Term Loan Maturity Date, at which time
all outstanding principal and all accrued unpaid interest and other
amounts owing in connection with the Term Loan Advances shall be
immediately due and payable. An Amortization Trigger shall have
been deemed to occur upon Borrowers’ failure to maintain a
minimum cumulative Free Cash Flow in the amount set forth in the
definition of “Amortization Period” in Section 13.1 of
this Agreement for the corresponding cumulative period.
3.2 Sections
2.3(a)(i) and 2.3(a)(ii) are each hereby amended in their
entirety and replaced with the following:
(i)
Advances . Subject to Section 2.3(b), the principal amount
outstanding under the Revolving Line shall accrue interest at a
floating per annum rate equal to the greater of one percentage
point (1.0%) above the Prime Rate, or 6.00%, which interest shall
be payable monthly in accordance with Section 2.3(f) .
(ii) Term Loan . Subject to Section
2.3(b), the principal amount outstanding under the Term Loan shall
accrue interest at a per annum rate equal to 7.50%, which interest
shall be payable monthly in accordance with Section 2.3(f)
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3.3 Section 6.7(a) is amended in its entirety and replaced with the
following:
2
(a)
Free Cash Flow . A minimum cumulative Free Cash Flow
in the amount set forth below for the corresponding cumulative
period, as follows:
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Cumulative Period
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Amount
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Three (3)
months ending March 31, 2009
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$400,000
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Six (6) months
ending June 30, 2009
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$600,000
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Nine (9) months
ending September 30, 2009
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$1,000,000
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Twelve (12)
months ending December 31, 2009
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$2,000,000
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The requisite
minimum cumulative Free Cash Flow Each for each fiscal quarter
thereafter shall be determined by Bank based on Borrower’s
2010 forecast which Borrower shall deliver to Bank prior to
November 30, 2009.
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3.4 Section 6.7(b) is amended in its entirety and
replaced with the following:
(b) Liquidity Ratio . A ratio of unrestricted
cash, Cash Equivalents and marketable securities plus net billed
Accounts to total consolidated Funded Debt of not less than the
following, tested monthly:
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Period
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Ratio
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January 31,
2009 through and including December 31, 2009
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1.10:1.00
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Each month
thereafter
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1.25:1.00
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3.5 Further Amendment to Section 6.7:
The last paragraph of Section
6.7 which previously read “During the intra-quarter
months only, a violation of the applicable minimum Liquidity Ratio
in a particular intra-quarter month will not constitute an Event of
Default if as of that month end, Borrower maintains greater than
Two Million Five Hundred Thousand Dollars ($2,500,000) of
unrestricted cash with Bank and Bank’s Affiliate” is
hereby deleted in its entirety.
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