SIXTH AMENDMENT TO 2005 CREDIT FACILITY
SIXTH
AMENDMENT TO 2005 CREDIT FACILITY
THIS
SIXTH AMENDMENT TO 2005 CREDIT FACILITY AGREEMENT (this "Amendment")
is
made as of March 21, 2007, by and among Calypte Biomedical Corporation, a
Delaware corporation ("Issuer"),
and
Xxxx Technologies, BV, a limited liability company established in the
Netherlands ("Purchaser").
Unless otherwise defined herein, all capitalized terms used herein shall have
the meanings given to them in the Credit Facility referred to
below.
WHEREAS,
Issuer and Purchaser are parties to the 2005 Credit Facility Agreement dated
as
of April 4, 2005, Amendment to 2005 Credit Facility dated as of November 30,
2005, Second Amendment to 2005 Credit Facility dated as of February 22, 2006,
Third Amendment to 2005 Credit Facility dated as of July 6, 0000, Xxxxxx
Xxxxxxxxx to 2005 Credit Facility dated as of December 22, 2006 and Fifth
Amendment to 2005 Credit Facility dated as of February 6, 2007 (collectively,
the "Credit
Facility");
and
WHEREAS,
the parties now desire to amend and modify the Credit Facility to provide for
the extension of the maturity date for monies borrowed and certain other
modifications and amendments agreed to by the parties.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, Issuer and Purchaser agree as
follows:
1. Section
III.b. of the Credit Facility is hereby amended and restated to read in its
entirety as follows:
"b. Expiration
of Agreement.
This
Agreement shall terminate on April 3, 2009.”
2. Governing
Law.
This
Amendment shall be governed by and construed under the laws of the State of
Delaware, without regard to the conflicts of laws principles of the State of
Delaware.
3. Miscellaneous.
Neither
this Amendment nor any provision hereof may be changed, waived discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought. This Amendment shall be binding upon Issuer and its successors and
assigns, and all persons claiming under or through Issuer or any such successor
or assign, and shall inure to the benefit of and be enforceable by Purchaser
and
its successors and assigns.
4. Execution.
This
Amendment may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement. In the event that
any
signature is delivered by facsimile transmission, such signature shall create
a
valid and binding obligation of the party executing with the same force and
effect as if such facsimile signature page were an original
thereof.
5. Binding
Effect.
This
Amendment shall not be binding upon the Company or the Issuer unless and until
SF Capital Partners Ltd. (“SF”)
has
executed and delivered to the Company that certain Amendment to Secured 8%
Convertible Promissory Notes in which SF agrees to change the maturity date
to
April 3, 2009 of all notes issued to it by the Company in connection with that
certain Purchase Agreement dated April 4, 2005 (including, without limitation,
any notes issued to it for the payment of interest).
6. Effect
of Amendment.
Except
for the amendment provided for herein, the Credit Facility shall remain
unchanged and in full force and effect.
IN
WITNESS WHEREOF,
each of
the parties hereto has caused a counterpart of this Sixth Amendment to Credit
Facility to be duly executed and delivered as of the date first above
written.
CALYPTE
BIOMEDICAL CORPORATION
By:
Its:
Date:
___________________________
XXXX
TECHNOLOGIES, BV
By:
Its:
Date:
___________________________
