EXHIBIT 10.19 (C)
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered Into as of August 15, 1997, by
and between Ventana Medical Systems, Inc. ("Borrower") whose address Is 0000
Xxxxx Xxxxxxxx Xxxxx, Xxxxxx, Xxxxxxx 00000, and Silicon Valley Bank ("Bank")
whose address is 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000.
1. DESCRIPTION OF EXISTING INDEBTEDNESS: Among other Indebtedness which may be
owing by Borrower to Bank, Borrower is Indebted to Bank pursuant to, among other
documents, a Loan and Security Agreement, dated February 20, 1995, (the "Loan
Agreement), as amended. The Loan Agreement provided for, among other things, a
Committed Line In the original principal amount of Two Million Seven Hundred
Fifty Thousand and 001100 Dollars ($2,750,000.00) (the "Revolving Facility").
Defined terms used but not otherwise defined herein shall have the same meanings
as in the Loan Agreement
Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to as
the "Obligations".
2. DESCRIPTION OF COLLATERAL AND GUARANTIES. Repayment of the Obligations is
secured by the Collateral as defined in the Loan Agreement, and a Collateral
Assignment, Patent Mortgage and Security Agreement dated February 20, 1995.
Additionally, repayment of the Obligations Is guaranteed by Bio Tek Solutions,
Inc. (the "Guarantor") pursuant to an Unconditional Guaranty (the "Guaranty").
The Guaranty Is secured by a Guarantor Security Agreement dated March 22, 1996.
Concurrently herewith, the aforementioned Guaranty and Guarantor Security
Agreement are being released pursuant to the terms of this Loan Modification
Agreement
Hereinafter, the above-described security documents and guaranties, together
with all other documents securing repayment of the Obligations shall be referred
to as the "Security Documents". Hereinafter, the Security Documents, together
with all other documents evidencing or securing the Obligations shall be
referred to as the "Existing Loan Documents".
3. DESCRIPTION OF CHANGE IN TERMS.
A. Modification(s) to Loan Agreement.
1. Section 1.1 entitled "Definitions' is hereby amended in part to
read as follows:
"Revolving Maturity Date" means February 15,1998.
2. Subsection (a) of Section 2.3 entitled "Interest Rates, Payments
and Calculations" is hereby amended in its entirety) to read as
follows:
Any Advances evidenced by the Note shall bear Interest, on the
average Daily Balance, at a rate per annum equal to the Prime
Rate.
3. Section 6.8 entitled "Quick Ratio" is hereby amended in its
entirety to read as follows:
Borrower shall maintain, on a quarterly basis and without
consolidation, a ratio of Quick Assets to Current Liabilities of
at least 1.50 to 1.00.
4. Section 6.10 entitled "Debt-Net Worth Ratio" is hereby amended in
its entirety to read as follows:
Borrower shall maintain, on a quarterly basis and without
consolidation a ratio of Total Liabilities to Tangible Net Worth
of not more than 1.00 to 1.00.
B. Release of Guaranty.
Bank, by Its acceptance hereof, agrees to release the Guaranty of
Bio Tek Solutions, Inc., provided that no Event of Default has
occurred and is continuing under any of the Existing Loan
Documents (other than the default waived herein). All parties to
this Loan Modification Agreement acknowledge and agree that
Bank's release of the Guaranty In no way shall limit or impair
Bank's right against Borrower or against any security pledge by
the foregoing parties.
C. Waiver of Default.
Bank hereby waives Borrowers existing default under the Loan
Agreement by virtue of Borrower's failure to comply with the
profitability covenant as of the quarter ended June 30, 1997.
Bank's waiver of Borrower's compliance of this covenant shall
apply only to the foregoing period. Accordingly, for the quarter
ending September 30,1997, Borrower shall be in compliance with
this covenant
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 covenant as of all other
dates and (2) shall not limit or Impair the Bank's right to
demand strict performance of this covenant 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.
4. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.
5. NO DEFENSES OF BORROWER. Borrower (and each guarantor and pledgor signing
below). agrees that it has no defenses against the obligations to pay any
amounts under the Existing Loan Documents.
6. CONTINUING VALIDITY. Borrower (and each guarantor and pledgor signing below)
understands and agrees that in modifying the existing Obligations, Bank is
relying upon Borrowers representations, warranties, and agreements, as set forth
in the Existing Loan Documents. Except as expressly modified pursuant to this
Loan Modification Agreement, the terms of the Existing Loan Documents remain
unchanged and In full force and effect Bank's agreement to modifications to the
existing Obligations pursuant to this Loan Modification Agreement In no way
shall obligate Bank to make any future modifications to the Obligations. Nothing
In this Loan Modification Agreement shall constitute a satisfaction of the
Obligations. It is the Intention of Bank and Borrower to retain as liable
parties all makers and endorsers of Existing Loan Documents, unless the party is
expressly released by sank In writing. No maker, endorsers or guarantor will be
released by virtue of this Loan Modification Agreement The terms of this
paragraph apply not only to this Loan Modification Agreement, but also to all
subsequent loan modification agreements.
This Loan Modification Agreement Is executed as of the date first written
above.
BORROWER: BANK:
VENTANA MEDICAL SYSTEMS, INC. SILICON VALLEY BANK
By: /s/ Xxxxxx Xxxx By: /s/ Xxxxx X. Xxxxxx
------------------------------- --------------------------------
Name: Xxxxxx Xxxx Name: Xxxxx X. Xxxxxx
Title: VP & CFO Title: VP
3
