EXHIBIT 10.22
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of May 14, 2002, by
and between Stereotaxis, Inc. ("Borrower") whose address is 0000 Xxxxxx Xxxx
Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 and Silicon Valley Bank ("Bank") whose address
is 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000, with a loan production office at
000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000.
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, an Equipment Loan and Security Agreement, dated as of January 31,
2002, as may be amended from time to time (the "Equipment Loan"), and a
Revolving Loan and Security Agreement dated as of March 19, 2002, as may be
amended from time to time (the "Revolving Loan," and together with the Equipment
Loan, collectively the "Financing Agreements"). The Financing Agreements provide
for, among other things, an Equipment Advance of TWO MILLION AND 00/100 DOLLARS
($2,000,000) and Revolving Advances of up to TWO MILLION AND 00/100 Dollars
($2,000,000). Defined terms used but not otherwise defined herein shall have the
same meanings as in the Financing Agreements.
Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to as
the "Indebtedness."
2. DESCRIPTION OF COLLATERAL. Repayment of the Indebtedness is secured by the
Collateral as described in the Financing Agreements.
Hereinafter, the above-described security documents, 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. Modifications to Financing Agreements.
The Financing Agreements are hereby amended to provide that:
Borrower shall obtain approval from the Food and Drug
Administration for the first Stereotaxis System Application on or
before May 17, 2002.
B. Modifications to Financing Agreements.
1. Section 6.10 of the Equipment Loan FDA Approval, is hereby
amended by deleting the section in full and substituting the
following:
FDA Approval. Borrower shall receive final approval from the
Food and Drug Administration for the first Stereotaxis System
Application on or before May 17, 2002.
2. SECTION 6.10 OF THE REVOLVING LOAN FDA APPROVAL, is hereby amended
by deleting the section in full and substituting the following:
FDA Approval. Borrower shall receive final approval from the
Food and Drug Administration for the first Stereotaxis System
Application on or before May 17, 2002.
4. WAIVER OF DEFAULTS. The Bank hereby waives and releases the Borrower from any
and all defaults under the Financing Agreements existing prior to the date
hereof.
5. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.
6. PAYMENT OF EXPENSES. Borrower shall pay to Bank all fees and expenses
incurred in negotiating and drafting this Loan Modification Agreement and the
Loan Modification variance fee of $500.00.
7. NO DEFENSES OF BORROWER. Borrower agrees that it has no defenses against the
obligations to pay any amounts under the Indebtedness.
8. CONTINUING VALIDITY. Borrower 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. The
terms of this paragraph apply not only to this Loan Modification Agreement, but
also to all subsequent loan modification agreements.
9. CONDITIONS. The effectiveness of this Loan Modification Agreement is
conditioned upon (i) execution by Borrower of this Loan Modification Agreement;
and (ii) payment by Borrower of all fees and expenses required under this
Agreement.
[Signature Pages To Follow]
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This Loan Modification Agreement is executed as of the date first
written above.
BORROWER: BANK:
STEREOTAXIS, INC. SILICON VALLEY BANK
By: /s/ XXXXXX XXXXX By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxx
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Title: CFO Title: Vice President
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