Exhibit 10.27


 


ACCOUNTS RECEIVABLE FINANCING MODIFICATION AGREEMENT


 


This Accounts
Receivable Financing Modification Agreement is entered into as of December 7,
2004, by and between Fischer Imaging Corporation (the “Borrower”) and Silicon
Valley Bank (“Bank”).


 


1.             DESCRIPTION
OF EXISTING INDEBTEDNESS:  Among
other indebtedness which may be owing by Borrower to Bank, Borrower is indebted
to Bank pursuant to, among other documents, an Accounts Receivable Financing
Agreement, dated June 11, 2003 by and between Borrower and Bank, as may be
amended from time to time (the “Accounts Receivable Financing Agreement”).  Capitialized terms used without definition
herein shall have the meanings assigned to them in the Accounts Receivable
Financing Agreement.


 


Repayment of the indebtedness is
secured by the Collateral as described in the Loan Agreement and in that
certain Intellectual Property Security Agreement (the “IP Agreement”).


 


Hereinafter, all indebtedness owing
by Borrower to Bank shall be referred to as the “Indebtedness” and the Accounts
Receivable Financing Agreement and any and all other documents executed by
Borrower in favor of Bank shall be referred to as the “Existing Documents.”


 


2.             DESCRIPTION
OF CHANGE IN TERMS.


 


A.            Modification(s)
to Accounts Receivable Financing Agreement:


 


1.             The following terms
as defined in Section 1 entitled “Definitions” are hereby amended to read as
follows:


 


“Maturity Date” is March 9, 2005.


 


3.             CONSISTENT
CHANGES.    The Existing
Documents are each hereby amended wherever necessary to reflect the changes
described above.


 


4.             NO
DEFENSES OF BORROWER.   Borrower agrees that, as of this date, it has
no defenses against the obligations to pay any amounts under the indebtedness.


 


5.             CONTINUING
VALIDITY.  Borrower understands
and agrees that in modifying the existing Indebtedness, Bank is relying upon
Borrower’s representations, warranties, and agreements, as set forth in the
Existing Documents.  Except as expressly
modified pursuant to this Accounts Receivable Financing Modification Agreement,
the terms of the Existing Documents remain unchanged and in full force and
effect.  Bank’s agreement to
modifications to the existing Indebtedness pursuant to this Accounts Receivable
Financing Modification Agreement in no way shall obligate Bank to make any
future modifications to the Indebtedness. 
Nothing in this Accounts Receivable Financing Modification Agreement
shall constitute a satisfaction of the Indebtedness.  It is the intention of Bank and Borrower to
retain as liable parties all makers and endorsers of Existing Documents, unless
the party is expressly released by Bank in writing.  No maker, endorser, or guarantor will be
released by virtue of this Accounts Receivable Financing Modification
Agreement.  The terms of this paragraph
apply not only to this Accounts Receivable Financing Modification Agreement,
but also to any subsequent Accounts Receivable Financing modification
agreements.


 


6.             COUNTERSIGNATURE
  This Accounts Receivable Financing
Modification Agreement shall become effective only when executed by Borrower
and Bank.


 





















 


This Accounts Receivable Financing Modification Agreement is executed
as of the date first written above.


 


	
  BORROWER:

  	
  BANK:

  
	
   

  	
   

  
	
  Fischer
  Imaging Corporation

  	
  Silicon
  Valley Bank

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mary
  Beth Wallingford

  	
   

  	
  By:

  	
  /s/ Kevin L.
  Grossmen

  	
   

  
	
  Name:

  	
  Mary Beth
  Wallingford

  	
   

  	
  Name:

  	
  Kevin L.
  Grossmen

  	
   

  
	
  Title:

  	
  VP/Controller

  	
   

  	
  Title:  

  	
  SVP