Exhibit 10.47
Silicon Valley Bank
Amendment to Loan Documents
Borrower: APPLIED IMAGING CORP.
Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dated as of September 3, 2003
THIS AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley
Bank ("Silicon") and the borrower named above ("Borrower").
Silicon and Borrower hereby agree to amend the Loan and Security Agreement
between them, dated September 28, 2001 (as amended, restated, supplemented, or
otherwise modified from time to time, the "Loan Agreement"), as follows,
effective as of the date hereof. (Capitalized terms used but not defined in this
Amendment shall have the meanings set forth in the Loan Agreement.)
1. Extension of Maturity Date. Section 4 of the Schedule to Loan Agreement
hereby is amended and restated in its entirety to read as follows:
4. Maturity Date
(Section 6.1): September 26, 2004.
2. Modification of TNW Base Amount and TNW Capital Increase. The portion of
Section 5 of the Schedule to Loan Agreement that currently reads as follows:
The term "TNW Base Amount" means, as of any
date of determination, the amount set forth
below corresponding to the time period set
forth below:
(A) during the period commencing on
October 1, 2002 and ending on October
31, 2002, $3,500,000;
(B) during the period commencing on
November 1, 2002 and ending on
November 30, 2002, $3,200,000;
(C) during the period commencing on
December 1, 2002 and ending on
December 31, 2002, $4,800,000;
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(D) during the period commencing on
January 1, 2003 and ending on January
31, 2003, $2,800,000;
(E) during the period commencing on
February 1, 2003 and ending on
February 28, 2003, $2,200,000;
(F) during the period commencing on
March 1, 2003 and ending on March 31,
2003, $3,300,000;
(G) during the period commencing on
April 1, 2003 and ending on April 30,
2003, $2,600,000;
(H)during the period commencing on
May 1, 2003 and ending on May 31,
2003, $2,100,000;
(I) during the period commencing on
June 1, 2003 and ending on June 30,
2003, $3,600,000;
(J) during the period commencing on
July 1, 2003 and ending on July 31,
2003, $2,900,000;
(K) during the period commencing on
August 1, 2003 and ending on August
31, 2003, $2,300,000;
(L) from and after September 1, 2003,
$4,200,000.
The term "TNW Capital Increase" means, as of
any date of determination, the greater of (a)
$-0- and (b) 50% of all consideration (if any)
received after January 31, 2003 for equity
securities and subordinated debt of the
Borrower. In no event shall the amount of the
TNW Capital Increase be decreased.
, hereby is amended and restated in its entirety to read as follows:
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The term "TNW Base Amount" means, as of any
date of determination, the amount set forth
below corresponding to the time period set
forth below:
(A) during the period commencing on
August 1, 2003 and ending on August
31, 2003, $1,800,000;
(B) during the period commencing on
September 1, 2003 and ending on
September 30, 2003, $2,600,000;
(C) during the period commencing on
October 1, 2003 and ending on October
31, 2003, $1,900,000;
(D) during the period commencing on
November 1, 2003 and ending on
November 30, 2003, $1,500,000;
(E) during the period commencing on
December 1, 2003 and ending on
December 31, 2003, $3,100,000;
(F) during the period commencing on
January 1, 2004 and ending on January
31, 2004, $2,400,000;
(G) during the period commencing on
February 1, 2004 and ending on
February 29, 2004, $1,900,000;
(H) during the period commencing on
March 1, 2004 and ending on March 31,
2004, $3,000,000;
(I) during the period commencing on
April 1, 2004 and ending on April 30,
2004, $2,300,000;
(J) during the period commencing on
May 1, 2004 and ending on May 31,
2004, $1,800,000;
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(K) during the period commencing on
June 1, 2004 and ending on June 30,
2004, $3,400,000;
(L) during the period commencing on
July 1, 2004 and ending on July 31,
2004, $2,700,000;
(M) during the period commencing on
August 1, 2004 and ending on August
31, 2004, $2,100,000;
(N) from and after September 1, 2004,
$4,100,000.
The term "TNW Capital Increase" means, as of
any date of determination, the greater of (a)
$-0- and (b) 50% of all consideration (if any)
received after August 31, 2003 for equity
securities and subordinated debt of the
Borrower. In no event shall the amount of the
TNW Capital Increase be decreased.
3. Delaware Good Standing. Borrower shall deliver to Silicon, no later than
30 days following the date of this Amendment, a good standing certificate issued
by the Delaware Secretary of State reflecting that Borrower is in good standing
in the State of Delaware and that the franchise taxes of Borrower owing to the
State of Delaware have been paid to date, in each case, as of a date on or after
September 2, 2003.
4. Fee. In consideration for Silicon entering into this Amendment, Borrower
shall pay Silicon a fee of $35,000 concurrently with the execution and delivery
of this Amendment, which fee shall be non-refundable and in addition to all
interest and other fees payable to Silicon under the Loan Documents. Silicon is
authorized to charge said fee to Borrower's loan account.
5. Representations True. Borrower represents and warrants to Silicon that
all representations and warranties set forth in the Loan Agreement, as amended
hereby, are true and correct.
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6. General Provisions. This Amendment, the Loan Agreement, any prior
written amendments to the Loan Agreement signed by Silicon and Borrower, and the
other written documents and agreements between Silicon and Borrower set forth in
full all of the representations and agreements of the parties with respect to
the subject matter hereof and supersede all prior discussions, representations,
agreements and understandings between the parties with respect to the subject
hereof. Except as herein expressly amended, all of the terms and provisions of
the Loan Agreement, and all other documents and agreements between Silicon and
Borrower shall continue in full force and effect and the same are hereby
ratified and confirmed.
Borrower: Silicon:
APPLIED IMAGING CORP. SILICON VALLEY BANK
By /s/ ▇▇▇▇ ▇▇▇▇ By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
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President or Vice President Title Vice President
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By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Secretary or Ass't Secretary
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