Exhibit 10.77
Modification Agreement (Commercial).,
--------------------------------------------------------------------------------
Loan number
--------------------------------------------------------------------------------
Modification Agreement dated September 22, 2004 , by and between
------------------------------------
Patient Infosystems, Inc. ("Debtor ") and Xxxxx Fargo Bank, National Association
,("Bank"),modifying a note or contract dated September 21, 2004, in the original
principal amount of $ 7,000,000 ("Note").
The principal balance outstanding as of the date of this Modification Agreement
is $ ___________________.
1. The parties hereby agree to modify the Note as follows:
A. CHANGE IN INTEREST. The paragraph titled "INTEREST:" contained in the
Note is hereby deleted and the following new paragraph titled
"INTEREST RATE" is substituted in lieu thereof:
INTEREST RATE
Prime Rate Option. Unless the Borrower chooses the LIBOR Rate Option
as in the Note, the principal balance outstanding under the Note will
bear interest (computed on the basis of a 360-day year, actual days
elapsed) at an annual rate equal to the Prime Rate in effect from time
to time (the "Prime Rate Option"). The "Prime Rate" is a base rate
that the Bank from time to time establishes and which serves as the
basis upon which effective rates of interest are calculated for those
loans making reference thereto. Each change in the rate of interest
hereunder shall become effective on the date each Prime Rate change is
announced within the Bank.
LIBOR Rate Option. Subject to the terms and conditions of the
Agreement the Borrower may elect that all or portions of the principal
balance of this Revolving Note bear interest at the LIBOR Rate plus
1.75% (the "LIBOR Rate Option"). Specific reference is made to Section
3 of the Agreement for terms governing the designation of interest
periods and rate portions.
The LIBOR Rate will be computed in accordance with the following
formula.
LIBOR Rate = London Interbank Rate
----------------------------
1.00 - Reserve Percentage
Where,
(1) "London Interbank Rate" means the average rate at which U.S.
Dollar deposits with a term equal to the applicable LIBOR Interest
Period and in an amount equal to the LIBOR Rate Portion are offered to
the Bank on the London Interbank Market.
(2) "Reserve Percentage" means the Federal Reserve System requirement
(expressed as a percentage) applicable to the dollar deposits used in
calculating the LIBOR Rate above.
Payment of Interest. Interest will be payable on the last day of each
month, beginning ___________, 2004. Interest accruing under the LIBOR
Rate Option will be payable at the end of the respective LIBOR
Interest Period.
2. Except as stated above, all other terms of the Note and all related
documents including but not limited to contracts, security agreements, or
mortgages shall remain unchanged and in full force and effect.
IMPORTANT: READ BEFORE SIGNING THE AGREEMENT(S) ACCOMPANYING THIS NOTICE. THE
TERMS OF THE AGREEMENT(S) SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN
WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THE
WRITTEN CONTRACT(S) MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THE
AGREEMENT(S) ONLY BY ANOTHER WRITTEN AGREEMENT. THIS NOTICE ALSO APPLIES TO ANY
OTHER CREDIT AGREEMENTS (EXCEPT CONSUMER LOANS OR OTHER EXEMPT TRANSACTIONS) NOW
IN EFFECT BETWEEN YOU AND THIS LENDER.
DEBTOR ACKNOWLEDGES RECEIPT OF A COPY OF THIS MODIFICATION AGREEMENT.
Bank name: Xxxxx Fargo Bank, Debtor: Patient Infosystems, Inc.
National Association
By: /s/ Xxxxxxxxx X. Xxxx By: /s/ Xxxx X. Xxxxxx
-------------------------- ----------------------------
Its: Assistant Vice President Its: Sr. Vice President
-------------------------- ----------------------------
