EXHIBIT 10.9
February 17, 2003
Safeguard Scientifics, Inc.
000 Xxxxx Xxxx Xxxxx
Xxxxx, XX 00000
Attention: N. Xxxxxxx Xxxxxxx
Re: Comerica Bank Line of Credit
Gentlemen:
I am writing to confirm the agreement between Safeguard Scientifics,
Inc. ("Safeguard") and ChromaVision Medical Systems, Inc. ("ChromaVision") with
respect to the compensation due to Safeguard from ChromaVision for Safeguard's
guarantee of ChromaVision's obligations under a Loan Agreement, of even date
herewith (the "Comerica Loan Agreement"), between ChromaVision and Comerica Bank
("Comerica"), providing for a $3 million line of credit. Copies of the Comerica
Loan Agreement and all related documents have previously been delivered to
Safeguard, and the Safeguard guarantee is being executed and delivered
concurrently with this letter.
In consideration for the Safeguard guarantee, ChromaVision agrees to pay
to Safeguard the following amounts:
(a) $15,000 (.5% of the amount of credit available) payable
concurrently with the closing of the loan transaction with
Comerica;
(b) an amount equal to 1.125% of the daily weighted average of the
principal amounts outstanding under the line of credit during
each calendar quarter of the term of the line of credit.
The amount in (b) above will be payable within 30 days after the end of
each calendar quarter with respect to amounts outstanding under the line of
credit during the quarter preceding the payment date. Payments for fractional
calendar quarters at the beginning and end of the term of the line of credit
will be prorated based on the number of days in the fractional quarter included
in the term of the line of credit divided by the total number of days in the
calendar quarter. All payments will be made by wire transfer in immediately
available funds to such account as Safeguard shall designate from time to time.
Safeguard agrees that, if the Comerica Loan Agreement is extended for a
second year, Safeguard will extend its guarantee for the second year and the
Company agrees to pay the amounts in (a) and (b) above for the second year,
unless the creditworthiness of the Company materially deteriorates, in which
case the compensation for the guarantee for the second year
shall be commercially reasonable compensation at the time. If the Comerica Loan
Agreement is not so extended and the Company is able to substitute a different
line of credit, having terms comparable to the Comerica Loan Agreement, for an
additional year not exceeding $3 million in maximum principal amount, Safeguard
will guarantee such substitute financing on the same terms as are set forth in
(a) and (b) above, unless the creditworthiness of the Company materially
deteriorates in which case the compensation for the guarantee for the second
year shall be commercially reasonable compensation at the time.
ChromaVision will not agree to any amendment, modification, waiver or
supplement to the Comerica Loan Agreement or related documents, or successor
financing described above without the prior written consent of Safeguard
If this letter correctly sets forth the terms of our agreement, please
sign this letter and the enclosed copy in the place indicated below and return
the copy to us. When you have done that, this letter will become a binding and
enforceable agreement between our companies.
Yours very truly,
Xxxx X. Xxxxxxxxx
President and Chief Executive Officer
AGREED:
SAFEGUARD SCIENTIFICS, INC.
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