EXHIBIT 10.2
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of November 7,
2003, by and among ANIMAS CORPORATION, a Delaware corporation ("Company"), whose
address is 000 Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxx 00000 and ANIMAS DIABETES
CARE, LLC, a Delaware limited liability company, whose address is 000 Xxxxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxx 00000 (together with the Company, each a "Borrower"
and collectively, the "Borrowers"), and SILICON VALLEY BANK ("Lender") whose
address is 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000 and with a loan production
office located at 5 Radnor Corp. Center, 000 Xxxxxxxxxx Xxxxx, Xxxxx 000,
Xxxxxx, Xxxxxxxxxxxx 00000.
1. DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which
may be owed by Borrowers to Lender, Borrowers are indebted to Lender pursuant
to, among other documents, a Loan and Security Agreement dated as of November 4,
2002 between Borrowers and Lender (as may be amended from time to time, the
"Loan Agreement"). Hereinafter, all indebtedness owed by Borrowers to Lender
shall be referred to as the "Indebtedness."
2. DESCRIPTION OF COLLATERAL AND GUARANTIES. Repayment of the Indebtedness
is secured by the Collateral as described in the Loan Agreement. Hereinafter,
the above-described Loan Agreement, together with all other documents securing
repayment of the Indebtedness shall be referred to as the "Security Documents".
Hereinafter, the Security Documents, together with all other documents
evidencing or securing the Indebtedness shall be referred to as the "Existing
Loan Documents".
3. DESCRIPTION OF CHANGE IN TERMS.
A. Modification to Revolving Facility.
1. From and after the date hereof, no further Advances
shall be permitted under the Committed Revolving
Line. In addition, the outstanding balance of the
Committed Revolving Line shall be repaid in full on
the date hereof with an advance under that certain
Loan and Security Agreement of even date herewith by
and among the Lenders and Borrowers (the "2003
Agreement").
B. Modification to Loan Agreement.
1. Borrowers will maintain as of the last day of each
month:
(a) MINIMUM TANGIBLE NET WORTH.
Borrowers will maintain:
(i) TANGIBLE NET WORTH.
Stockholder's equity, plus subordinated debt, less intangible assets
not less than the following amounts for the quarterly period ending as
of the dates below
DATE AMOUNT
---- ------
December 31, 2003 $7,000,000;
May 31, 2004 $5,500,000;
August 31, 2004 $6,000,000;
September 30, 2004 and thereafter $7,500,000;
The Minimum Tangible Net Worth requirement will
increase by 50% of the proceeds from the issuance of any
equity securities or subordinated debt after the date of this
letter.
4. FINANCIAL COVENENANT. Borrowers have failed to comply with the Adjusted
Quick Ratio covenant set forth in Section 6.7 of the Loan Agreement for the
period ending February 28, 2003 and Bank is willing to waive such failure on the
condition that Borrowers comply with the Adjusted Quick Ratio covenant for the
period ending March 31, 2003 and each month thereafter.
5. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended
wherever necessary to reflect the changes described above.
6. NO DEFENSES OF BORROWERS. Borrowers hereby waive any and all defenses
against the payment of the Indebtedness or performance of any obligations under
the Existing Loan Documents, which they have as of the date hereof, whether
known or unknown, contingent or non-contingent This waiver is knowingly given
after consultation with counsel of Borrowers' own choosing.
7. CONTINUING VALIDITY. Borrowers understand and agree that in modifying
the existing Indebtedness, Lender is relying upon Borrowers' 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.
Lender's agreement to modifications to the existing Indebtedness pursuant to
this Loan Modification Agreement in no way shall obligate Lender to make any
future modifications to the Indebtedness. Nothing in this Loan Modification
Agreement shall constitute a satisfaction of the Indebtedness. It is the
intention of Lender and Borrowers to retain as liable parties all makers and
endorsers of the Existing Loan Documents, unless the party is expressly released
by Lender in writing. No maker, endorser, or guarantor will be released by
virtue of this Loan Modification Agreement. The terms of this paragraph apply
not only to this Loan Modification Agreement, but also to all subsequent loan
modification agreements.
8. REVOLVING NOTE AND 2003 AGREEMENT. Borrowers executed and delivered to
Bank a Revolving Promissory Note (the "Revolving Note") in the initial principal
amount of Three Million Dollars ($3,000,000) on November 4, 2002. The
outstanding balance of the Revolving Note is being repaid with an advance under
the 2003 Agreement. Upon execution of the 2003 Agreement, Bank will promptly
return the original Revolving Note to the Company, marked "paid by renewal". It
is expressly agreed that the indebtedness evidenced by the Revolving Note has
not been extinguished or discharged by this Loan Modification Agreement and/or
the 2003 Agreement. Borrowers agree that the execution of and delivery of this
Loan Modification Agreement and/or the 2003 Agreement is not intended to and
shall not cause or result in a novation with respect to the indebtedness
outstanding under the Revolving Note. From and after the date hereof, all
references to "Advance", "Borrowing Base", "Borrowing Base Certificate,"
"Committed Revolving Line", "Eligible Accounts", "Revolving Maturity Date" and
"Revolving Promissory Note" in the Loan Agreement shall be of no further force
and effect. In addition, from and after the effective date of the 2003
Agreement, Section 2.2 of the Loan Agreement shall be of no further force or
effect.
[Signatures on Following Page]
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This Loan Modification Agreement is executed as of the date first
written above.
BORROWERS: LENDER:
ANIMAS CORPORATION SILICON VALLEY BANK
By: /s/ Xxxxxxx X. Xxxxx By: ____________________
----------------------
Name: Xxxxxxx X. Xxxxx Name: __________________
Title: V.P. Finance
Title: _________________
ANIMAS DIABETES CARE, LLC
BY: ANIMAS CORPORATION, ITS SOLE MEMBER
BY: /s/ Xxxxxxx X. Xxxxx
----------------------
NAME: Xxxxxxx X. Xxxxx
TITLE: V.P. Finance
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This loan modification agreement is executed as of the date first
written above.
BORROWERS: LENDER:
ANIMAS CORPORATION SILICON VALLEY BANK
BY:___________________________________ By: /s/ Xxxxx X Xxxxxxxxx
---------------------
Name:_________________________________ Name: Xxxxx X Xxxxxxxxx
Title:_________________________________ Title: VP
ANIMAS DIABETES CARE, LLC
BY: ANIMAS CORPORATION, ITS SOLE MEMBER
BY:__________________________________
NAME:
TITLE:
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