Exhibit 10.33 LOAN RESTRUCTURING AND RESTATEMENT AGREEMENT
THIS LOAN RESTRUCTURING AND RESTATEMENT AGREEMENT (" Agreement" ) dated this 19th day of November 2000, is made by and between eBANKER USA.COM, INC., a Colorado corporation (" eBanker" or " Lender" ) having an address of 1700 Lincoln Street, 31st Floor, Denver, Colorado 80203 and GLOBAL MED TECHNOLOGIES, INC., a Colorado corporation (" Global" or " Borrower" ) having an address of 12600 West Colfax Avenue, Suite C420, Lakewood, Colorado 80215:
NOW, THEREFORE, in consideration of the promises, covenants and the mutual agreements contained in this Agreement and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, Lender and Borrower hereby covenant and agree as follows: Current Loan Documents
Reference is hereby made to the following existing Loan Balances ("Existing Balances"):
1. $1,650,000: In October 1998, and later amended, eBanker accepted assignment of this Global Med promissory note from Fronteer Capital ($1.65M Note)
2. $1,000,000: In October 1998, and later amended, eBanker purchased notes receivable from Global Med to Online Credit Limited ($1M Note).
3. $750,000: In March 1999, and later amended, eBanker entered in a bridge loan agreement with Global Med ($750k Bridge Loan).
4. $2,000,000: In October 1999, and later amended, eBanker entered into a bridge loan agreement with Global Med ($2M Bridge Loan). ARTICLE 1
DEBT CONVERSION
1.1 Reduction of Certain Debt; Conversion of Warrants .
eBanker agrees to exercise existing warrants to purchase eight million (8,000,000) shares of common stock of Global Med for two million dollars ($2,000,000) at $0.25 per share. Global Med agrees to accept two million dollars ($2,000,000) in exchange for the $1M Note and one million dollars ($1,000,000) of the $1.65M Note which, under the terms of the Notes, are due January 9, 2001. ARTICLE 2
MERGER OF LOANS AND PROMISSORY NOTE
2.1 Agreement to Merge .
Subject to all of the terms, provisions, conditions, covenants and agreements contained in this Agreement, eBanker will extend and merge the balances and existing interest on the Existing Balances (minus $2.0 M forgiven in Article I above)(" New Loan" ). The amount of the new principal is $3,828,700.00 (" New Principal" ). Interest accrues at 12% (twelve percent) per annum payable semi-annually. The principal and interest shall be due and payable in full on July 1, 2001. There are no prepayment penalties. All payments to the loan will apply to accrued interest prior to reducing principal.
2.2. Loan Fee .
In order to induce Lender to enter into this Agreement, upon execution of this Agreement Global Med will pay eBanker a commitment fee of 5% (five percent) of the New Principal, which eBanker agrees to take in the form of 197,600 shares of Global Med restricted common stock at the prevailing market price as of the date of this Agreement.
2.3 Convertibility .
Until the automatic extension date of July 1, 2001 (as described in Section 2.4), the New Loan will be convertible, in full or in part, into common stock of Global Med at $1.00 per share.
2.4 Automatic Extension .
On July 1, 2001, if the principal and interest outstanding of the New Loan is not repaid in full, the remaining New Principal will automatically be extended until July 1, 2003, the $1.00 per share conversion feature of the New Loan will be terminated, and eBanker will be awarded up to 10,186,430 warrants to purchase shares of the Company at $0.50, expiring July 1, 2011. The number of warrants is the amount of warrants that eBanker would have been entitled to, under eBanker and Global Med' s loan agreements that included a automatic extension clause, on the respective maturity dates of the loan agreements. If Global Med pays down the New Principal, in part or in full, Global Med can reduce the warrants owed to eBanker on July 1, 2001 at the same rate that it has paid down the New Principal. In other words, the warrants can be reduced, on July 1, 2001, pursuant to this formula:
Remaining unpaid New Principal of New Loan x 10,186,430 warrants
$3,828,700
2.5 Default Conversion Rate .
Upon a default of this Agreement or a Security Agreement, among other remedies eBanker may have, eBanker may elect to convert the outstanding principal and interest into shares of the Global common stock at $1.00 per share. As consideration for this increase from the default conversation rates from the Existing Loans, eBanker will be issued 500,000 restricted shares of Global Med common stock.
2.6 Security /
Global Med will secure the New Loan with its assets including its shares in PeopleMed.Com, Inc., and the assets of PeopleMed.Com, Inc. and Global Med, including intellectual property. The Parties agree to execute a Security Agreement and agree to incorporate that Security Agreement herein.
2.7 Registration .
Global Med will register and maintain the registration for all present and future shares, including shares underlying derivatives, belonging to eBanker. As soon as practicably possible, Global Med will hold a special shareholders meeting to authorize an increase in authorized common share capital to, at least, allow for the terms of this restructuring.
2.8 Global Med Optional Put .
In addition, upon Global Med and the American Red Cross' s agreement to provide Global Med products and services advancing out of a pilot program into the initiation of a nationwide roll out of SafeTrace Tx, Global Med, at its discretion, will be able to put up to $1.5 million worth of common shares to eBanker at $0.50 per share in exchange for existing debt, on, or prior to, July 1, 2003, limited to the total debt remaining at that time.
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2.9 Use of Proceeds .
The Borrower represents, warrants, covenants, acknowledges and agrees to and with Lender that the proceeds of the Loan shall be used by Borrower solely for business or investment purposes and shall not be used for personal, family, household or agricultural purposes.
2.10 Relationship of the Parties .
The relationship between Borrower and Lender is that of a borrower and a lender only and neither of the parties is, nor shall hold themselves out to be, the agent, employee, joint venturer or partner of the other party.
2.11 Ruxin Guaranty .
The Personal Guaranty of Dr. Michael I. Ruxin, as dated August 12, 1998, and assigned to eBanker, is reduced from $1.5 million to $650,000 plus pro rata interest. This Personal Guaranty and its terms are hereby incorporated by reference. eBanker and Michael I. Ruxin, M.D. agree that they will meet in the next thirty days to discuss and reconsider the Ruxin Personal Guaranty. ARTICLE 3
MANAGEMENT OF BORROWER
3.1 Borrower's Board of Directors .
In accordance with the terms of the p ...
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