Exhibit 10.8


 


FOURTH AMENDMENT TO LOAN AGREEMENT


 


This
Fourth Amendment to Loan Agreement (this “Amendment”) is entered into as of
March 11, 2005, by and between COMERICA
BANK(“Bank”), and CHROMAVISION MEDICAL SYSTEMS, INC. (“Borrower”).


 


RECITALS


 


Borrower
and Bank are parties to that certain Loan Agreement dated as of February 13,
2003, as amended from time to time, including but not limited to that certain
First Amendment to Loan and Security Agreement dated as of October 21, 2003,
that certain Second Amendment to Loan and Security Agreement dated as of
January 22, 2004 and that certain Third Amendment to Loan Agreement dated as of
January 31, 2005 (collectively, the “Agreement”). The parties desire to amend
the Agreement in accordance with the terms of this Amendment.


 


NOW,
THEREFORE, the parties agree as follows:


 


1.                                       The following defined terms in Section 1.1 of
the Agreement hereby are amended or restated as follows:


 


“Revolving
Line” means a credit extension of up to Five Million Five Hundred Thousand Dollars
($5,500,000).


 


2.                                       Section 2.3(a) of the Agreement is hereby
amended and restated in its entirety to read as follows:


 


“Interest
Rates. Except as set forth in Section 2.3(b), the Advances shall bear
interest, on the outstanding Daily Balance thereof, at a rate equal to one half
percent (0.50%) below the Prime Rate.”


 


3.                                       Section 2.5(b) of the Agreement is hereby
deleted in its entirety and there shall no longer be an unused line fee in
connection with the Revolving Facility.


 


4.                                       A new sentence is added to the end of Section
7.8 of the Agreement as follows:


 


“Notwithstanding
the foregoing, Borrower shall be permitted to enter into and carry out its
obligations under that certain Reimbursement and Indemnity Agreement with
Guarantors, dated as of March 11, 2005.”


 


5.                                       Unless otherwise defined, all initially
capitalized terms in this Amendment shall be as defined in the Agreement. The
Agreement, as amended hereby, shall be and remain in full force and effect in
accordance with its respective terms and hereby is ratified and confirmed in
all respects. Except as expressly set forth herein, the execution, delivery,
and performance of this Amendment shall not operate as a waiver of, or as an
amendment of, any right, power, or remedy of Bank under the Agreement, as in
effect prior to the date hereof.


 


6.                                       Borrower represents and warrants that the
Representations and Warranties contained in the Agreement are true and correct
as of the date of this Amendment, and that no Event of Default has occurred and
is continuing.


 


7.             As a condition to the effectiveness
of this Amendment, Bank shall have received, in form and substance satisfactory
to Bank, the following:


 


(a)           this Amendment, duly executed by
Borrower;


 


(b)           a Certificate of the Secretary of
Borrower with respect to incumbency and resolutions authorizing the execution
and delivery of this Amendment;


 


(c)           an Amended and Restated Guaranty from
each Guarantor in the form attached hereto, together with resolutions
authorizing the execution and delivery of the same;


 





















 


(d)           an amendment fee in the amount of $1,500,
which shall be due and payable and nonrefundable on the date hereof, and which
may be debited from any of Borrower’s accounts;


 


(e)           all Bank Expenses incurred through
the date of this Amendment, which shall be due and payable and nonrefundable on the date
hereof, and which may be debited from any of Borrower’s accounts; and


 


(f)            such other documents, and completion
of such other matters, as Bank may reasonably deem necessary or appropriate.


 


8.             This Amendment may be executed in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one instrument.


 


 


IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the second
date above written.


 


	
   

  	
  CHROMAVISION MEDICAL SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Stephen T.D. Dixon

  	
   

  
	
   

  	
  Title:

  	
  CFO

  	
   

  
	
   

  	
   

  
	
   

  	
  COMERICA BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James Ligman

  	
   

  
	
   

  	
  Title:

  	
  AVP

  	
   

  
					



 


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