EXHIBIT 10.101
LIMITED WAIVER AND AMENDMENT NO.
2
TO
LOAN AND SECURITY AGREEMENT
THIS LIMITED WAIVER AND AMENDMENT NO. 2 TO LOAN AND SECURITY
AGREEMENT (this “ Amendment ”) is
entered into this 2nd day of March, 2009, by and among each of
Global Med Technologies, Inc. and PeopleMed, Inc., each with its
principal place of business at 12600 West Colfax Avenue, Suite
C-420, Lakewood, CO 80215 (individually and collectively,
"Borrower") and PARTNERS FOR GROWTH II, L.P. (“
PFG ”). Capitalized terms used herein without
definition shall have the same meanings given them in the Loan
Agreement (as defined below).
RECITALS
A. Borrower and PFG have entered into that certain Loan and
Security Agreement dated as of July 18, 2008 (as amended, restated,
or otherwise modified, the “ Loan Agreement
”, and together with such documents, instruments and security
agreements as were executed reasonably contemporaneously with or in
connection with the Loan Agreement, the “ Loan
Documents ”).
B. Borrower and PFG entered into that certain
Amendment No. 1 to Loan and Security Agreement dated as of October
1, 2008 (the ‘First Amendment).
C. Borrower is unable to comply with the Minimum
Monthly Liquidity and Free Cash Flow financial covenants set forth
in the Schedule to the Loan Agreement (the “Specified
Defaults”).
D. The parties mutually desire to set forth the
conditions under which PFG will (i) conditionally waive the
Specified Defaults for the period ending December 31, 2008, and
(ii) amend the Loan Agreement so as to allow Borrower to maintain
compliance with the terms of the Loan Agreement.
E. Subject to the representations and warranties of
Borrower herein and upon the terms and conditions set forth in this
Amendment, PFG is willing to modify the Loan Agreement as set forth
herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals,
incorporated by reference herein, and intending to be legally
bound, the parties hereto agree as follows:
1. LIMITED WAIVER . Subject to each of the following
conditions: (a) satisfaction of the terms of Section 5 hereof; (b)
there being no Default or Event of Default under the Loan Documents
other than the Specified Defaults, PFG hereby agrees to waive the
Specified Defaults for the period ending December 31,
2008.
2. AMENDMENTS TO LOAN AGREEMENT. The Loan
Agreement is hereby amended as set forth below with prospective
effect (subject to any conditions set forth below with respect to
any specific amendment):
2.1 The “Amortization Trigger” provision
in Section 1 of the Schedule is hereby amended to read in its
entirety as follows:
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“ Amortization Trigger:
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If at any time and from time to time Borrower
fails maintain the minimum Free Cash Flow thresholds set forth in
the table immediately following this paragraph, PFG shall have the
right, but not the obligation, to require Borrower to amortize the
loan (the “Amortization Right”) as if it were, ab
initio, a thirty-six month fully-amortized term loan, with the
first payment on the first Business Day of the month following
Borrower’s receipt of PFG’s written election to
amortize the Loan (the “Amortization Election” and such
first payment due date, the “Amortization Date”). Each
such payment shall equal to the monthly principal payment that
would be due if the Loan were a term loan amortized over thirty-six
months, plus accrued interest on outstanding principal thereon for
each such month. For example, if Borrower failed to meet the
minimum Free Cash Flow test 6 months after the date hereof and PFG
delivered an Amortization Election to Borrower, Borrower would have
to pay PFG on the Amortization Date and each month thereafter until
the Maturity Date the sum of $41,667, plus interest thereon. At the
Maturity Date, Borrower would pay any and all remaining outstanding
principal (approximately $250,002 [$41,667 x 6 months]) together
with any unpaid interest thereon and all other monetary
Obligations. For the avoidance of doubt, the thresholds below
determine PFG’s right to require Borrower to amortize the
Loan, and such provisions and right are distinct from the minimum
Free Cash Flow financial covenant set forth in Section 5 of this
Schedule.”
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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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$600,000
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Six (6) months
ending June 30, 2009
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$1,000,000
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Nine (9) months
ending September 30, 2009
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$1,800,000
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Twelve (12)
months ending December 31, 2009
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$2,400,000
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2
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Three (3)
months ending March 31, 2010
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$600,000
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Six (6) months
ending June 30, 2010
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$1,000,000
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Nine (9) months
ending September 30, 2010
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$1,800,000
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Twelve (12)
months ending December 31, 2010
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$2,400,000
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Three (3)
months ending March 31, 2011
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$600,000
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Six (6) months
ending June 30, 2011
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$1,000,000
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Nine (9) months
ending September 30, 2011
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$1,800,00
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Twelve (12)
months ending December 31, 2011
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$2,400,000
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2.2
The Minimum Monthly Liquidity Ratio
set forth in Section 5 of the Schedule is hereby amended to read,
together with its associated definitions, as follows:
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Minimum Monthly
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Liquidity Ratio:
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A Monthly
Liquidity Ratio of not less than the ratios set forth
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below for the
corresponding periods:
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Period
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Ratio
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Through
December 31, 2009, inclusive
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1.10 : 1.00
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January 1, 2010
through the Maturity Date
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1.25 : 1.00
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Liquidity
Ratio Definition:
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The term
“Monthly Liquidity Ratio”
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