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SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

Security Agreement

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT | Document Parties: GLOBAL MED TECHNOLOGIES INC | PEOPLEMEDCOM, INC | SILICON VALLEY BANK You are currently viewing:
This Security Agreement involves

GLOBAL MED TECHNOLOGIES INC | PEOPLEMEDCOM, INC | SILICON VALLEY BANK

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Title: SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Governing Law: California     Date: 3/25/2009
Industry: Software and Programming     Sector: Technology

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT, Parties: global med technologies inc , peoplemedcom  inc , silicon valley bank
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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.

     3.      

Amendments to Loan Agreement.

 

 

3.1   Section 2.1.5(b) is amended in its entirety and replaced with the following:

              (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) .

               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:

 

 

Cumulative Period  

 

Amount  

·

 

Three (3) months ending March 31, 2009 

 

$400,000 

·

 

Six (6) months ending June 30, 2009 

 

$600,000 

·

 

Nine (9) months ending September 30, 2009 

 

$1,000,000 

·

 

Twelve (12) months ending December 31, 2009 

 

$2,000,000 

  

  

·

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.


                 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:

Period  

 

Ratio  

January 31, 2009 through and including December 31, 2009

 

1.10:1.00 

Each month thereafter 

 

1.25:1.00 

 

                 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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