EXHIBIT 10.49
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of February 14, 2003, by and
between INFONOW CORPORATION (the "Borrower") and Silicon Valley Bank ("Bank").
1. DESCRIPTION OF EXISTING OBLIGATIONS: Among other Obligations which may be
owing by Borrower to Bank, Borrower is indebted to Bank pursuant to, among other
documents, a Loan and Security Agreement, dated February 15, 2002, as amended by
a Loan Modification Agreement dated August 14, 2002, and as may be further
amended from time to time (the "Loan Agreement"). The Loan Agreement provides
for, among other things, a Committed Revolving Line in the original principal
amount of One Million Dollars ($1,000,000) and a Committed Equipment Line in the
original principal amount of One Million Dollars ($1,000,000). Defined terms
used but not otherwise defined herein shall have the same meanings as set forth
in the Loan Agreement.
Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to as
the "Obligations."
2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by the
Collateral as described in the Loan Agreement.
Hereinafter, the above-described security documents and guaranties, together
with all other documents securing repayment of the Obligations shall be referred
to as the "Security Documents". Hereinafter, the Security Documents, together
with all other documents evidencing or securing the Obligations shall be
referred to as the "Existing Loan Documents".
3. DESCRIPTION OF CHANGE IN TERMS.
A. Modification(s) to Loan Agreement.
1. Effective as of the date of this Loan Modification Agreement, the
first sentence in item "(a)" of Section 2.2 entitled "Interest
Rate and Payments on Committed Revolving Line" is hereby amended
to read as follows:
Advances accrue interest on the outstanding principal balance at
a per annum rate of 1 percentage point above the Prime Rate.
2. The following terms as defined in Section 13.1 entitled
"Definitions" are hereby amended to read as follows:
"Basic Rate" is, as of the Funding Date, the per annum rate of
interest (based on a year of 360 days) equal to the sum of (a)
the U.S. Treasury note yield to maturity for a term equal to the
Treasury Note Maturity as quoted in The Wall Street Journal on
the day the Loan Supplement is prepared, plus (b) the Loan
Margin.
"Commitment Termination Date" is February 14, 2004.
"Loan Margin" is 587 basis points.
"Revolving Maturity Date" is February 13, 2004.
"Treasury Note Maturity" is 36 months.
4. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.
5. NO DEFENSES OF BORROWER. Borrower (and each guarantor and pledgor signing
below) agrees that, as of the date hereof, it has no defenses against paying any
of the Obligations.
6. PAYMENT OF LOAN FEE. Borrower shall pay Bank a fee in the amount of Five
Thousand Dollars ($5,000) ("Loan Fee") plus all out-of-pocket expenses.
7. CONTINUING VALIDITY. Borrower (and each guarantor and pledgor signing
below) 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 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 Obligations pursuant to this Loan Modification Agreement in no
way shall obligate Bank to make any future modifications to the Obligations.
Nothing in this Loan Modification Agreement shall constitute a satisfaction of
the Obligations. 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. Unless expressly released herein, no
maker, endorser, or guarantor will be released by virtue of this Loan
Modification Agreement. The terms of this paragraph apply not only to this Loan
Modification Agreement, but also to all subsequent loan modification agreements.
8. CONDITIONS. The effectiveness of this Loan Modification Agreement is
conditioned upon payment of the Loan Fee.
This Loan Modification Agreement is executed as of the date first written
above.
BORROWER: BANK:
INFONOW CORPORATION SILICON VALLEY BANK
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------- ------------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxxx
-------------------------------------- ------------------------------------
Title: EVP - CFO Title: SVP
-------------------------------------- ------------------------------------
