Exhibit 10.72
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of May 24, 2000, by
and between Calypte Biomedical Corporation (the "Borrower") and Silicon Valley
Bank ("Bank").
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 Loan and Security Agreement, dated December 21, 1998,
as may be amended from time to time, (the "Loan Agreement"). The Loan Agreement
provided for, among other things, a Committed Line in the original principal
amount of Two Million Dollars ($2,000,000). Defined terms used but not otherwise
defined herein shall have the same meanings as in the Loan Agreement.
Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to as
the "Indebtedness."
2. DESCRIPTION OF COLLATERAL AND GUARANTIES. Repayment of the Indebtedness
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 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(S) TO LOAN AGREEMENT.
1. The following Section 2.1.1 entitled "Cash Management
Facility" is hereby incorporated to read as follows:
2.1.1 Cash Management Facility. Until May 24, 2001,
Borrower may use up to $12,000 for Bank's Cash
Management Services, which may include merchant
services, direct deposit of payroll, business credit
card, and check cashing services identified in
various cash management services agreements (the
"Cash Management Services").
2. Notwithstanding the terms and conditions contained in
Section 2.1 entitled "Term Loan," Bank will make
available to Borrower one Additional Term Advance in
an amount not to exceed Two Hundred Fifty Thousand
Dollars ($250,000) for the purpose of one time
purchase of Equipment (the "Second Additional Term
Advance").
The sum of (a) the Second Additional Term Advance and
(b) the remaining aggregate Term Advances including
the Additional Term Advance shall be repaid in equal
monthly installments of principal, plus accrued
interest, beginning on the 20th of each month and
continuing on the same day thereafter until the Term
Maturity Date, when all unpaid balance and accrued
interest shall be due and payable.
3. Section 4.5 entitled "Cash Collateral" is hereby
amended to read as follows:
Upon Borrower's failure to comply with one or more of
the financial covenants in Sections 6.8, 6.9 or 6.10,
an Event of Default shall not be deemed to have
occurred, provided that Bank places a hold on a
Silicon Valley Bank certificate of deposit in the
name of Borrower in an amount not less than 105% of
the then outstanding Obligations.
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4. Section 6.12 entitled "Compensating Balances" is
hereby incorporated to read as follows:
Borrower shall maintain an amount equal to or greater
than the current outstanding Obligations in Bank's
money market account or Bank's Investment Product and
Services Group account or any other Bank's account
approved by Bank. Borrower's failure to comply with
this Section 6.12 shall be deemed an Event of
Default.
4. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended
wherever necessary to reflect the changes described above.
5. PAYMENT OF LOAN FEE. Borrower shall pay to Bank a fee in the amount
of Two Hundred Fifty Dollars ($250) (the "Loan Fee") plus all out-of-pocket
expenses.
6. NO DEFENSES OF BORROWER. Borrower (and each guarantor and pledgor
signing below) agrees that, as of the date hereof, it has no defenses against
the obligations to pay any amounts under the Indebtedness.
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 Indebtedness pursuant to this Loan Modification
Agreement in no way shall obligate Bank to make any future modifications to
the Indebtedness. Nothing in this 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. 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 Borrower's payment of the Loan Fee.
This Loan Modification Agreement is executed as of the date first
written above.
BORROWER: BANK:
CALYPTE BIOMEDICAL CORPORATION SILICON VALLEY BANK
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxx X. XxXxxxxxx
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Name: Xxxxx X. Xxxx Name: Xxxx X. XxXxxxxxx
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Title: President/COO/CFO Title: Vice President
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