EXHIBIT 10.15
ALLONGE TO AMENDED AND RESTATED TERM / TIME NOTE
Payor: ESCALON MEDICAL CORP
Payee: SPRING STREET CAPITAL
Date of Original Note: NOVEMBER 16, 2001
Principal Amount: $7,900,000
BACKGROUND
The Payor executed the above-referenced amended and restated term / time
note ("Term Note") to evidence a loan or loans made pursuant to various
agreements including a certain Letter Agreement dated November 16, 2001 (as
amended, the "Existing Loan Agreements") among the Borrowers (as defined in the
Existing Loan Agreements) and the Lender (as defined in the Existing Loan
Agreements).
The Payor and the Lender are executing an amendment to Loan Agreements,
dated of even date herewith, (the "2003 Amendment" and together with the
Existing Loan Agreements, the "Loan Agreements") pursuant to which the parties
have agreed to amend certain terms and conditions.
NOW THEREFORE, for good and valuable consideration, the receipt and legal
sufficiency of which is hereby acknowledged and intending to be legally bound,
the parties hereto agree as follows:
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1. Article 8. of the Term Note is hereby amended as follows:
8. RIGHT OF SETOFF. In the Event of Default, in addition to all
liens upon and rights of setoff against the money, securities or
other property of the Borrower given to the Bank by law, the Bank
shall have, with respect to the Borrower's obligations to the
Bank under this Note and to the extent permitted by law, a
contractual possessory security interest in and a contractual
right of setoff against, and the Borrower hereby assigns,
conveys, delivers, pledges and transfers to the Bank all of the
Borrower's right, title and interest in and to, all deposits,
moneys, securities and other property of the Borrower now or
hereafter in the possession of or on deposit with, or in transit
to, the Bank whether held in a general or special account or
deposit, whether held jointly with someone else, or whether held
for safekeeping or otherwise, excluding, however, all IRA, Keogh,
and trust accounts. Every such security interest and right of
setoff may be exercised without demand upon or notice to the
Borrower. Every such right of setoff shall be deemed to have been
exercised immediately upon the occurrence of an Event of Default
hereunder without any action of the Bank, although the Bank may
enter such setoff on its books and records at a later time.
2. Exhibit A of the Term Note is hereby amended and restated to read
in its entirety as follows:
Exhibit A
DATE AMOUNT
March 1, 2003 300,000
June 1, 2003 300,000
September 1, 2003 300,000
December 1, 2003 300,000
March 1, 2004 350,000
June 1, 2004 350,000
September 1, 2004 350,000
December 1, 2004 350,000
March 1, 2005 400,000
June 1, 2005 400,000
September 1, 2005 2,450,000
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2. This Allonge shall be and remain attached to and shall constitute
an integral part of the above-described Term Note from and after the date
hereof. Except as modified hereby, all of the terms and provisions of the
Term Note referenced above are hereby ratified and confirmed.
INTENDING TO BE LEGALLY BOUND HEREBY, each of the undersigned has duly
executed this Allonge on February 13, 2003.
ATTEST: ESCALON MEDICAL CORP
By: /s/ By: /s/
--------------------------- ----------------------------------------
Name: Harry M. Rimmer Name: Richard J. DePiano
Title: SVP Finance Title: CEO