8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________

FORM 8-K

CURRENT REPORT,

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported): March 22, 2005

CHYRON CORPORATION

(Exact Name of Registrant as Specified in its Charter)

New York	1-9014	11-2117385
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5 Hub Drive
Melville, New York	11747
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (631) 845-2000

________________

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant

On March 22, 2005, Chyron Corporation (the "Company") entered into a Second Loan Modification Agreement (the "Agreement") with Silicon Valley Bank ("SVB"). The Agreement amends the First Loan Modification Agreement dated February 24, 2005 and the Loan Agreement dated April 29, 2004 (together, the "Loan Agreement") to: (i) change the Tangible Net Worth covenant to require Tangible Net Worth at month-end to equal or exceed $1.5 million at April 30 and May 31, 2005, $3.0 million at September 30 and December 31, 2005 and at March 31, 2006, and $2.0 million at all other months-end from February 28, 2005 through February 28, 2006; (ii) permit the Company to repay the Company's Series C 7% Subordinated Convertible Debentures (the "Series C Debentures") in an amount not to exceed $1.261 million on or after March 31, 2005 and an amount not to exceed $1.356 million on or after April 30, 2006 provided that in all instances at the time of making the payment, the Company has no outstanding obligations to SVB and there is no then existing default under the Agreement or Loan Agreement and no default will exist after giving effect to any such payments. No amounts are outstanding under the Revolver.

The purpose of the Agreement was for SVB to permit the Company to repay, earlier than the scheduled maturity, one half of the outstanding principal and accrued interest balance of the Series C Debentures at March 31, 2005, and to extend payment of the balance to April 30, 2006. Prior to the below described Amendment to the Series C Debentures, the entire principal and accrued interest balance had been scheduled to mature on December 31, 2005.

Item 8.01. Other Events

On March 22, 2005, the Company entered into an amendment to the Company's Series C 7% Subordinated Convertible Debentures (the "Amendment") with all holders of the Series C Debentures. The Amendment requires the Company to repay, on March 31, 2005, one half of principal and accrued interest thereon through March 31, 2005. The Amendment further allows the Company to repay the remaining principal balance, plus accrued interest through the maturity date, on April 30, 2006. The payment to be made on March 31, 2005 will total $1.26 million. The remaining principal and accrued interest will be due and payable on April 30, 2006 in the total amount of $1.356 million.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

4.1 Amendment to Series C 7% Convertible Subordinated Debentures

dated March 22, 2005.

10.1 Second Loan Modification Agreement dated March 22, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

CHYRON CORPORATION

By:	/s/ Jerry Kieliszak
Name:	Jerry Kieliszak
Title:	Senior Vice President and
	Chief Financial Officer

Exhibit No.	Description
4.1	Amendment to Series C 7% Convertible Subordinated Debentures dated March 22, 2005.
10.1	Second Loan Modification Agreement dated March 22, 2005.

Date: March 28, 2005

EX-4.1

AMENDMENT

THIS AMENDMENT (the "Amendment") is made by and between Chyron Corporation (the "Company") and the undersigned Debenture holder (the "Holder") as of March 22 , 2005. Unless otherwise defined herein, defined terms used in the Amendment shall have the same definition as terms in the Series C 7% Subordinated Convertible Debenture Due December 31, 2005 (the "Debenture").

WHEREAS, the Holder has been issued a Debenture by the Company which is due on December 31, 2005; and

WHEREAS, the Company wishes to modify the maturity date and to pre-pay one-half of the principal of the Debenture and the Holder agrees to the modification subject to the terms and conditions set out below.

NOW, THEREFORE, in consideration of the mutual premises and agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Amendment. Pursuant to Section 5.5 of the Debenture, the parties agree that the Debenture is amended as follows:

(a) One half of the principal of the Debenture, and accrued interest thereon through March 31, 2005, as set forth below (the "Pre-Payment Amount"), shall be due and payable on March 31, 2005; and

(b) The remaining principal of the Debenture as set forth below, and accrued interest thereon, shall be due and payable on April 30, 2006.

2. Payment. This Amendment is effective upon the payment (the "Payment") by the Company to the Holder of the Pre-Payment Amount. The Payment shall be made on March 31, 2005.
3. No Other Changes. Except as agreed to herein, all other terms of the Debenture shall remain in full force and effect.

IN WITNESS HEREOF, the undersigned agree to be bound as of the date first written above.

CHYRON CORPORATION
By:
Name:	Jerry Kieliszak
Title:	Senior VP and CFO

HOLDER:

Debenture Numbers:

By:

Name:

Title:

Debenture Principal [consisting of one half of original principal and one half of accrued interest for the period through January 31, 2005 paid in the form of additional principal]: $_________________.

Debenture Interest [consisting of one half of interest earned for the period February 1, 2005 to March 31, 2005, inclusive]: $_________________.

Pre-Payment Amount to be Paid [sum of above two amounts]:$____________________.

Remaining Debenture Principal at March 31, 2005 [consisting of one half of original principal and one half of accrued interest for the period through January 31, 2005 paid in the form of additional principal]: $_________________.

EX-10.1

SECOND LOAN MODIFICATION AGREEMENT

This Second Loan Modification Agreement (this "Loan Modification Agreement") is entered into as of March 22, 2005, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under the name "Silicon Valley East" ("Bank") and CHYRON CORPORATION, a New York corporation with offices at 5 Hub Drive, Melville, New York 11747 ("Borrower").

1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of April 29, 2004, evidenced by, among other documents, a certain Loan and Security Agreement dated as of April 29, 2004 between Borrower and Bank, as amended by a certain First Loan Modification Agreement (the "First Modification") dated as of February 24, 2005 (as amended, the "Loan Agreement"). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement.

2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by the Collateral as described in the Loan Agreement and a certain Intellectual Property Security Agreement dated April 29, 2004 (the "IP Agreement") (together with any other collateral security granted to Bank, the "Security Documents").

Hereinafter, the Security Documents, together with all other documents evidencing or securing the Obligations shall be referred to as the "Existing Loan Documents".

3. DESCRIPTION OF CHANGE IN TERMS.

Modification to Loan Agreement.

A. Section 5a.(i) of the Schedule to the Loan Agreement is hereby amended by deleting the following text appearing therein:

"(i) (a) $2,000,000, as of the last day of each January, February, April, May, July, August, October and November during the term of this Agreement; and

(b) $3,000,000, as of the last day of each March, June, September and December during the term of this Agreement;"

and substituting the following text therefor:

"(i) (A) $2,000,000.00, at February 28, 2005;

(B) $2,000,000.00, at March 31, 2005;

(C) $1,500,000.00, at April 30, 2005;

(D) $1,500,000.00, at May 31, 2005;

(E) $2,000,000.00, at June 30, 2005;

(F) $2,000,000.00, at July 31, 2005;

(G) $2,000,000.00, at August 31, 2005;

(H) $3,000,000.00, at September 30, 2005;

(I) $2,000,000.00, at October 31, 2005;

(J) $2,000,000.00, at November 30, 2005;

(K) $3,000,000.00, at December 31, 2005;

(L) $2,000,000.00, at January 31, 2006;

(M) $2,000,000.00, at February 28, 2006;

(N) $3,000,000.00, at March 31, 2006 and thereafter."

B. Section 7(3) of the Schedule to the Loan Agreement is hereby amended by deleting the following text appearing therein:

"Notwithstanding the terms and conditions of the subordination terms set forth in the Borrower's Series C 7% Convertible Subordinated Debentures due December 31, 2005, the Borrower shall be permitted to make regularly scheduled principal and interest payments on account thereof in an aggregate amount not to exceed $2,700,000 on or after December 31, 2005 provided that (i) at the time of making any such payment, the Borrower has no outstanding Obligations to Silicon, and (ii) there is no then existing Default under this Agreement and no Default will exist after giving effect to any such payment."

and substituting the following text therefor:

"Notwithstanding the terms and conditions of the subordination terms set forth in the Borrower's Series C 7% Convertible Subordinated Debentures, as amended, due April 30, 2006, the Borrower shall be permitted to make regularly scheduled principal and interest payments on account thereof in an aggregate amount not to exceed $1,261,000 on or after March 31, 2005 plus an additional aggregate amount not to exceed $1,356,000 on or after April 30, 2006, provided that in all instances (i) at the time of making any such payment, the Borrower has no outstanding Obligations to Silicon, and (ii) there is no then existing Default under this Agreement and no Default will exist after giving effect to any such payment."

4. FEES. Borrower shall pay to Bank a modification fee equal to Five Thousand Dollars ($5,000.00), which fee shall be due on the date hereof and shall be deemed fully earned as of the date hereof. Borrower shall also reimburse Bank for all legal fees and expenses incurred in connection with this amendment to the Existing Loan Documents.

5. RATIFICATION OF INTELLECTUAL PROPERTY SECURITY AGREEMENT. Borrower hereby ratifies, confirms, and reaffirms, all and singular, the terms and conditions of the IP Agreement and acknowledges, confirms and agrees that the IP Agreement contains an accurate and complete listing of all Intellectual Property, with the exception of an application for a trademark filing by Borrower in connection with the product name "HyperX", as disclosed to the Bank in the First Modification.

6. RATIFICATION OF PERFECTION CERTIFICATE. Borrower hereby ratifies, confirms, and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate delivered to the Bank on or about April 29, 2004, and acknowledges, confirms and agrees the disclosures and information provided therein has not changed, as of the date hereof, with the exception of the Borrower's release certain software as disclosed to the Bank in the First Modification.

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

8. RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of all security or other collateral granted to the Bank, and confirms that the indebtedness secured thereby includes, without limitation, the Obligations.

9. NO DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that Borrower has no offsets, defenses, claims, or counterclaims against the Bank with respect to the Obligations, and that if Borrower now has, or ever did have, any offsets, defenses, claims, or counterclaims against the Bank, whether known or unknown, at law or in equity with respect to the Obligations, all of them are hereby expressly WAIVED and Borrower hereby RELEASES the Bank from any liability thereunder.

10. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing Obligations, Bank is relying upon Borrower's representations, warranties, and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant to this Loan Modification Agreement, the terms of the Existing Loan Documents remain unchanged and in full force and effect. Bank's agreement to modifications to the existing Obligations pursuant to this Loan Modification Agreement in no way shall obligate Bank to make any future modifications to the Obligations. Nothing in this Loan Modification Agreement shall constitute a satisfaction of the Obligations. It is the intention of Bank and Borrower to retain as liable parties all makers of Existing Loan Documents, unless the party is expressly released by Bank in writing. No maker will be released by virtue of this Loan Modification Agreement.

11. COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank.

[The remainder of this page is intentionally left blank]

This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above.

BORROWER:
CHYRON CORPORATION
By:	/s/ Gerald J. Kieliszak
Name:	Gerald J. Kieliszak
Title:	Senior Vice President & Chief Financial Officer
BANK:
SILICON VALLEY BANK, d/b/a
SILICON VALLEY EAST
By:	/s/ Naomi B. Herman
Name:	Naomi Herman
Title:	Vice President

881263.1