EXHIBIT 10.25
TBCC
Amendment Agreement
Borrower: VidaMed, Inc.,
a Delaware corporation
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Date: January 7, 2000
THIS AMENDMENT AGREEMENT (this "Amendment") is entered into as of the above
date, between the above borrower (the "Borrower"), having its chief executive
office and principal place of business at the address shown above, and
TRANSAMERICA BUSINESS CREDIT CORPORATION, a Delaware corporation ("TBCC"),
having its principal office at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and having an office at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. TBCC and Borrower agree to amend and supplement the Loan
and Security Agreement between them, dated October 20, 1998, as amended (as
amended, the "Loan Agreement"), as follows. (This Amendment, the Loan Agreement,
any prior written amendments to the Loan Agreement signed by TBCC and Borrower,
and all other written documents and agreements between TBCC and Borrower, are
referred to herein collectively as the "Loan Documents." Capitalized terms used
but not defined in this Amendment shall have the meanings set forth in the Loan
Agreement.)
1. Amendments. Effective the Closing Date (as defined below), the
Maturity Date set forth at Section 4 of the Schedule to the Loan Agreement shall
be amended as follows: the date "January 31, 2000" shall be deleted and the date
"December 31, 2000" shall be inserted in its place.
V. Conditions Precedent. The effectiveness of the foregoing amendment
shall be subject to the conditions precedent that TBCC shall have
received (i) a non-refundable amendment fee of $15,000, which shall be
payable on the execution hereof by Borrower, and (ii) warrants to
purchase $150,000 in shares of common stock of the Borrower exercisable
for five years at an exercise price per share equal to the lower of
$1.94 and the price per share of the Borrower's common stock on the
date hereof, and otherwise in form and substance reasonably
satisfactory to TBCC. The date of satisfaction of the foregoing
conditions precedent is the "Closing Date."
VI. Representations True. To induce TBCC to enter into this Amendment,
Borrower hereby confirms and restates, as of the date hereof, the
representations and warranties made by it in Section 4 of the Loan
Agreement. For the purposes of this Section 4 each reference in Section
4 of the Loan Agreement to "this Agreement," and the words "hereof,"
"herein,"
"hereunder," or words of like import in such Section, shall mean and
be a reference to the Loan Agreement as amended by this Amendment.
VII. GOVERNING LAW. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY DISPUTE ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE,
SHALL BE GOVERNED BY THE INTERNAL LAWS AND DECISIONS OF THE STATE OF
ILLINOIS.
VIII. General Provisions. TBCC's execution and delivery of, or acceptance
of, this Amendment and any other documents and instruments in
connection herewith shall not be deemed to create a course of dealing
or otherwise create any express or implied duty by it to provide any
other or further amendments, consents or waivers in the future. This
Amendment, the Loan Agreement, and the other Loan Documents 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 and supplemented, all of the terms and provisions of
the Loan Agreement and the other Loan Documents shall continue in full
force and effect and the same are hereby ratified and confirmed. This
Amendment forms part of the Loan Agreement and the terms of the Loan
Agreement are incorporated herein by reference.
Borrower: TBCC:
VIDAMED, INC. TRANSAMERICA BUSINESS CREDIT CORPORATION
By_______________________________ By_____________________________________
Title____________________________ Title__________________________________