FIRST AMENDMENT TO LOAN AGREEMENT
This First Amendment to Loan Agreement (the "Amendment") is made as of
December 18, 1995, between MARQUEST MEDICAL PRODUCTS, INC., a Colorado
corporation ("Borrower") and COLORADO NATIONAL BANK, a national banking
association ("Bank").
WHEREAS,
i. Borrower and Bank entered into a Loan Agreement dated as of June 30,
1994, pursuant to which Bank made available to Borrower a Term Loan
("Loan") of $1,300,000.00 (the "Loan Agreement");
ii. Borrower has requested that Bank release Bank's security interests in
Borrower's accounts, general intangibles, inventory and equipment which
secure the Loan; and
iii. Bank is willing to take such action upon receipt of a prepayment of
$160,000.00 and Borrower's agreement to shorten the Maturity Date of
January 31, 2000, and otherwise subject to the terms and conditions in
this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein, Borrower and Bank agree as follows:
1. DEFINITIONS. Capitalized terms used herein and in the recitals hereto,
but not defined herein or therein, shall have the meanings given them in the
Loan Agreement.
2. AMENDMENT TO LOAN AGREEMENT. Section 1.04 of the Loan Agreement is
amended by changing the date "July 31, 2004" wherever it appears to the date
"January 31, 2000".
3. REPRESENTATIONS AND WARRANTIES. Borrower hereby remakes each of the
representations and warranties contained in Section 3 of the Loan Agreement
as of the date of this Amendment, as if made in connection with this
Amendment and the Loan Agreement, except that for purposes hereof the
references in Section 3.04 of the Loan Agreement to financial statements
dated as of or as at certain dates shall be deemed to be references to the
audited and unaudited financial statements of Borrower most recently
delivered to Bank.
4. CONDITIONS PRECEDENT. The foregoing amendment shall not be effective
and Bank shall have no obligation to release its security interest in
personal property until:
(i) Borrower has delivered to Bank this Amendment and a
Modification/Extension Agreement shortening the Maturity Date
to January 31, 2000, each duly executed in form satisfactory to
Bank; and
(ii) Borrower has paid Bank the amount of $160,000.00.
The delivery of such documents and payment shall constitute Borrower's
representation to Bank that Borrower is not in default under the Loan
Agreement, as amended, except under Sections 5.09ii and that no other event
of default or event which, with the giving of notice or passage of time or
both, would become an event of default, has occurred; and Bank may request a
certificate of an officer of Borrower stating the foregoing.
5. RELEASE. Upon the delivery of the documents and payment provided for
in Section 4 above, Bank shall deliver to Borrower one or more duly executed
UCC-3 Termination Statements releasing Bank's security interests in
Borrower's accounts, general intangibles, inventory and equipment and shall
terminate Borrower's Security Agreement dated June 30, 1994.
6. ENTIRE AGREEMENT. This Amendment and the Loan Agreement contain the
entire agreement of the parties concerning the subject matter hereof and
thereof. No promise, representation or understanding which is not expressly
set forth in, or incorporated into, either the Loan Agreement or this
Amendment shall be enforceable by either party.
7. EFFECTIVENESS. The Loan shall continue to be governed by and subject
to all of the provisions of the Loan Agreement as amended hereby and any
amounts outstanding on the Loan after the pre-payment shall continue to be
outstanding and evidenced by the Note. The Loan Agreement, as amended hereby,
and all of the Collateral Documents, to which Borrower is a party, other than
Borrower's Security Agreement dated June 30, 1994, remain in full force and
effect and are hereby ratified and confirmed. Any reference to "this
Agreement" or "the Loan Agreement" in the Loan Agreement or in any promissory
note, security agreement, guaranty, or other instrument relating to the Loan
Agreement is deemed to be a reference to the Loan Agreement as amended
hereby.
IN WITNESS WHEREOF, Borrower and Bank have caused this Amendment to be
executed the date first set forth above.
COLORADO NATIONAL BANK
By:__________________________________
Title:_______________________________
MARQUEST MEDICAL PRODUCTS, INC.
By:__________________________________
Title:_______________________________
