Exhibit 10.23
SECOND LOAN MODIFICATION AGREEMENT
This Second Loan Modification Agreement is entered into as of
July 11, 2002, by and between Stereotaxis, Inc. ("Borrower") whose address is
0000 Xxxxxx Xxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 and Silicon Valley Bank
("Bank") whose address is 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000, with a loan
production office at 000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 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 Revolving Loan and Security Agreement dated as of March 19, 2002,
as may be amended from time to time (the "Financing Agreement"). The Financing
Agreement provided for, among other things, Revolving Advances of, up to TWO
MILLION AND 00/100 Dollars ($2,000,000). Defined terms used but not otherwise
defined herein shall have the same meanings as in the Financing Agreement.
Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to as
the "Indebtedness."
2. DESCRIPTION OF COLLATERAL. Repayment of the Indebtedness is secured by
the Collateral as described in the Financing Agreement.
Hereinafter, the above-described security documents, together with all other
documents securing repayment of the Indebtedness shall be referred to as the
"Security Documents". Hereinafter, the Security Documents, together with all
other documents evidencing or securing the Indebtedness shall be referred to as
the "Existing Loan Documents".
3. DESCRIPTION OF CHANGE IN TERMS.
A. Modification to Financing Agreement.
The Financing Agreement is hereby amended to provide that:
The period in which Borrower may borrow up to $500,000 of
Non-Formula Borrowings shall be extended from July 1, 2002 to
October 4, 2002.
B. Amendment to Financing Agreement.
SECTION 13.1 DEFINITIONS, is hereby amended by deleting the last
sentence of the definition of "BORROWING BASE" and substituting
the following:
Notwithstanding the foregoing, Borrower may borrow up to
$500,000 subject to availability under the Committed Revolving
Line, but not subject to the Borrowing Base ("Non-Formula
Borrowings"), which Non-Formula Borrowings shall be repaid in
full on or before October 4, 2002.
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4. WAIVER OF DEFAULTS. The Bank hereby waives and releases the Borrower
from any and all defaults under the Financing Agreement existing prior to the
date hereof.
5. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended
wherever necessary to reflect the changes described above.
6. PAYMENT OF EXPENSES. Borrower shall pay to Bank all fees and expenses
incurred in negotiating and drafting this Second Loan Modification Agreement.
7. NO DEFENSES OF BORROWER. Borrower agrees that it has no defenses against
the obligations to pay any amounts under the Indebtedness.
8. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the
existing Indebtedness, Bank is relying upon Borrower's representations,
warranties, and agreements, as set forth in the Existing Loan Documents. Except
as expressly modified pursuant to this Second 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 Indebtedness pursuant
to this Second Loan Modification Agreement in no way shall obligate Bank to make
any future modifications to the Indebtedness. Nothing in this Second Loan
Modification Agreement shall constitute a satisfaction of the Indebtedness. 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
Bank in writing. The terms of this paragraph apply not only to this Second Loan
Modification Agreement, but also to all subsequent loan modification agreements.
9. CONDITIONS. The effectiveness of this Second Loan Modification Agreement
is conditioned upon (i) execution by Borrower of this Second Loan Modification
Agreement; and (ii) payment by Borrower of all fees and expenses required under
this Agreement:
[Signature Pages To Follow]
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This Second Loan Modification Agreement is executed as of the date
first written above.
BORROWER: BANK:
STEREOTAXIS, INC. SILICON VALLEY BANK
By: /s/ Nicola X.X. Xxxxx By:
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Name: Nicola X.X. Xxxxx Name:
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Title: Chief Financial Officer Title:
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