EXHIBIT 10.37
JULY, 1999 MODIFICATION TO SECOND AMENDED AND
RESTATED LOAN AGREEMENT
This July, 1999 Modification to Second Amended and Restated Loan
Agreement is entered into as of July 2, 1999 (this "Agreement"), by and
between Image Guided Technologies, Inc., a Colorado corporation, and
Springfield Surgical Instruments, a Massachusetts corporation (collectively,
"Seller"), and Silicon Valley Financial Services, a division of Silicon
Valley Bank ("Buyer").
1. DESCRIPTION OF EXISTING INDEBTEDNESS. Among other indebtedness which
may be owing by Seller to Buyer, Seller is indebted to Buyer pursuant to,
among other documents, a Second Amended and Restated Loan Agreement, dated
April 8, 1999, by and between Seller and Buyer (as amended, the "Loan
Agreement"). Capitalized items used without definition herein shall have the
meanings assigned to them in the Loan Agreement.
Hereinafter, all obligations owing by Seller to Buyer shall be referred to as
the "Obligations" and the Loan Agreement and any and all other documents
executed by Seller in favor of Buyer shall be referred to as the "Existing
Documents."
2. DESCRIPTION OF MODIFICATIONS TO THE LOAN AGREEMENT.
a. The final sentence of Section 2.2 of the Loan Agreement is amended
by deleting the reference to "One Million Five Hundred Thousand and
No/100**** Dollars ($1,500,000.00)" contained therein and by substituting
therefor a reference to "Six Hundred Thousand and No/100**** Dollars
($650,000.00)."
b. Notwithstanding anything to the contrary contained in the Loan
Agreement, Buyer shall have no obligation to purchase any receivable as to
which either Snap-on Technologies, Inc. or Brewco is the account debtor,
such constituting ineligible receivables under the Loan Agreement.
3. NO DEFENSES OF SELLER. Seller agrees that, as of this date, it has no
defenses against and of the Obligations.
4. CONTINUING VALIDITY. Seller understands and agrees that in modifying
the existing Loan Agreement, Buyer is relying upon Seller's representations,
warranties, and agreements, as set forth in the Existing Documents. Except
as expressly modified hereby, the forms of the Existing Documents remain
unchanged and in full force and effect. Buyer's agreement to modifications
to the existing Indebtedness pursuant to this Agreement shall in no way
obligate Buyer to make any future modifications to the Loan Agreement or the
Obligations. Nothing in this Agreement shall constitute a satisfaction of the
Obligations. It is the intention of
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Buyer and Seller to retain as liable parties all makers and endorsers of
Existing Documents, unless the party is expressly released by Buyer in
writing. No maker, endorser, or guarantor will be released by virtue of this
Agreement. The terms of this paragraph apply not only to this Agreement, but
also to any subsequent modifications of the Loan Agreement.
This Agreement is executed as of the date first written above.
SELLER: BUYER:
Image Guided Technologies, Inc. Silicon Valley Financial Services, a
division of Silicon Valley Bank
By: By:
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Name: Name:
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Title: Title:
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Springfield Surgical Instruments
By:
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Name:
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Title:
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