EXHIBIT 10.9
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT
Dated as of February 3, 1999
between
Nitinol Medical Technologies, Inc. (the "Lender")
and
Image Technologies Corporation (the "Borrower")
This Amendment No. 2 (the "Amendment") to that certain Loan and Security
Agreement dated as of May 29, 1997, as amended, (the "Loan Agreement") by and
among Nitinol Medical Technologies, Inc. (the "Lender") and Image Technologies
Corporation (the "Borrower"). All capitalized terms used therein and not
otherwise defined shall have the meanings ascribed to such terms in the
Agreement.
WHEREAS, the Company has entered into a Revolving Credit Note No. 3 with
the Lender of even date herewith under which the Purchaser will lend to the
Company the sum of $100,000.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Amendment of Article I. The definition of "Revolving Credit
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Commitment" is deleted and replaced with the following language: 'Revolving
Credit Commitment' means the obligation of Lender to make Revolving Loans to
Borrower in an aggregate amount not to exceed $2,150,000, less the principal
amount of any Loan that has been converted into shares of Series A Preferred
pursuant to Article IX of this Agreement."
2. Miscellaneous.
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2.1 Governing Law. This Amendment shall be governed by and
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construed and enforced in accordance with the laws of the Commonwealth of
Massachusetts without giving effect to the principles of conflicts of laws
thereof.
2.2 Remaining Agreement. Except as amended hereby, the Loan
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Agreement, as amended, shall remain in full force and effect in all
respects.
2.3 Counterparts; Effectiveness. This Amendment may be signed in
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any number of counterparts, all of which taken together shall constitute
one agreement, and any of the parties hereto may execute this Agreement by
signing any such counterpart. This Amendment shall become effective when
executed by the Borrower and the Lender.
IN WITNESS WHEREOF, this Amendment No. 2 to the Loan Agreement is hereby
executed as of the date first above written pursuant to Section 8.2 of the Loan
Agreement by (i) the Borrower and (ii) the Lender.
BORROWER:
IMAGE TECHNOLOGIES CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: President
LENDER:
NITINOL MEDICAL TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President
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