FIRST AMENDMENT TO LOAN AGREEMENTS
THIS FIRST AMENDMENT TO LOAN AGREEMENT ("Agreement") is made and entered
into this 18th day of March, 1999 by and among GLOBAL MED TECHNOLOGIES, INC., a
Colorado corporation ("Global"), XXXXXXX X. XXXXX, M.D., an individual ("Ruxin")
and eBANKER XXX.XXX, INC., a Colorado corporation ("eBanker") and XXXX XXXX
FINANCE COMPANY LIMITED ("Xxxx Xxxx Finance").
WHEREAS, Global and Fronteer Capital, Inc. ("Capital") entered into that
certain Loan Agreement dated August 12, 1998 ("Loan agreement") whereby Capital
agreed, subject to certain terms, provisions and conditions among other things,
to make available to Global a loan in the maximum principal balance of
$1,650,000.00 pursuant to one or more Promissory Notes ("Notes") from Global to
Capital;
WHEREAS, pursuant to that certain Assignment, Assumption and Consent
Agreement dated September 11, 1998, by and between Global, Ruxin, Capital and
Fronteer Development Finance, Inc. ("Development"), Capital assigned,
Development assumed and Global and Ruxin consented to the assignment by Capital
and assumption by Development of the rights, duties and obligations of the Loan
Agreement;
WHEREAS, Xxxx Xxxx Finance entered into certain Loan Agreement dated August
12, 1998 ("Xxxx Xxxx Finance Loan Agreement") with Global whereby Xxxx Xxxx
Finance agreed, subject to certain term, provisions and conditions, among other
things to make available to Global a loan in the maximum principal amount of
$1,500,000 pursuant to one or more promissory notes ("Xxxx Xxxx Finance Notes")
from Global to Xxxx Xxxx Finance;
WHEREAS, pursuant to that certain Loan and Warrant Purchase and Sale
Agreement dated October 7, 1998 by and between Xxxx Xxxx Finance, Development
and Global, Xxxx Xxxx Finance sold and Development purchased, among other
things, a portion of the Xxxx Xxxx Finance Notes ("Acquired Notes");
WHEREAS, on March 4, 1999 Development merged into eBanker and eBanker
assumed Development's rights, duties and obligations under the Loan Agreement,
the Notes and the Acquired Notes;
WHEREAS, the obligation of Global under the Loan Agreement and the
corresponding Notes and Acquired Notes are guaranteed by Ruxin pursuant to
personal guaranties dated August 12, 1998 ("Guaranty");
WHEREAS, the parties to this Agreement desire to amend the terms of the
Loan Agreement and the corresponding Notes and the Acquired Notes; and
WHEREAS, capitalized terms not defined in this Agreement which are defined
in the Loan Agreement shall have the meaning set forth in the Loan Agreement.
NOW THEREFORE in consideration of the premises, the mutual covenants and
agreements contained herein and other good and valuable consideration, the
receipt, sufficiency and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:
1. Amendment to Section 1.2. The last sentence of Section 1.2 of the Loan
Agreement (and the Xxxx Xxxx Loan Agreement as applicable to the Acquired Notes)
shall be amended so that as amended, it reads as follows:
If not sooner paid, the entire outstanding principal balance of the
Notes, together with all accrued but unpaid interest thereon, all
additional interest and all other sums due thereunder, shall be due
and payable in full on April 15, 2000.
2. Amendment to Section 6.2. Section 6.2(b)(iii) of the Loan Agreement (and
the Xxxx Xxxx Loan Agreement as applicable to the Acquired Notes) shall be
amended so that as amended, it reads as follows:
i. Convert any or all of the amounts due under any of the Notes
into common stock of the Borrower ("Conversion Shares") at an exercise
price equal to $0.25 per share. Lender shall make such standard
investment representations to show an exemption from registration
exists for the issuance of such Conversion Shares.
3. Consideration. At consideration of eBanker's agreement to modify terms
of the Loan Agreement (and the Xxxx Xxxx Loan Agreement as applicable to the
Acquired Notes), Global hereby agrees to pay to eBanker an additional fee equal
to two percent (2%) of the total amount due and committed under the Acquired
Notes, the Notes and the Loan Agreement ($53,000). This fee shall be payable in
the common stock of global by dividing the total amount of the fee by the
average bid and asked prices of the common stock of Global over the ten business
days prior to the date of this Agreement.
4. Confirmation of Terms of Loan Agreement and Guaranty. In all other
respects, the Loan Agreement (and the Xxxx Xxxx Loan Agreement as applicable to
the Acquired Notes) and Guaranty, described above, shall remain unaffected,
unchanged and unimpaired by reason of this Agreement. All Notes made by Global
under the Loan Agreement (and the Xxxx Xxxx Loan Agreement as applicable to the
Acquired Notes shall automatically be modified to comply with the terms of this
Agreement.
Executed as of the day and year first written.
eBANKER XXX.XXX, INC.,
a Colorado corporation
By: /s/ Xxx X. Xxxx
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Its: Chairman, President and CEO
GLOBAL MED TECHNOLOGIES, INC.
a Colorado corporation
By: /s/ Xxxxxxx X. Xxxxx
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Its: Chairman and CEO
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