[LETTERHEAD] XXXXX FARGO
July 1, 2001
Xxxx Xxxxxx, Chief Financial Officer
Staar Surgical Company
0000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Dear Xx. Xxxxxx:
This letter amendment (this "Amendment") is to confirm the changes agreed
upon between XXXXX FARGO BANK, NATIONAL ASSOCIATION ("Bank") and STAAR SURGICAL
COMPANY ("Borrower") to the terms and conditions of that certain letter
agreement between Bank and Borrower dated as of October 31, 2000, as amended
from time to time (the "Agreement"). For valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Bank and Borrower hereby agree
that the Agreement shall be amended as follows to reflect said changes.
1. Paragraph V.3 (d) is hereby relettered as Paragraph V.3 (e) and the
following is hereby added to the Agreement as the new Paragraph V.3. (d):
"(d) no later than July 30, 2001, a detailed financial plan in
form and substance satisfactory to Bank."
2. Paragraph V.10 is hereby deleted in its entirety, and the following
substituted therefor:
"10. Liquidity. Maintain unencumbered liquid assets (defined as
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cash, cash equivalents and/or publicly traded/quoted marketable
securities acceptable to Bank) held with Bank having an aggregate fair
market value not at any time less than Two Million Dollars
($2,000,000.00)."
3. Except as specifically provided herein, all terms and conditions of the
Agreement remain in full force and effect, without waiver or modification. All
terms defined in the Agreement shall have the same meaning when used herein.
This Amendment and the Agreement shall be read together, as one document.
4. Borrower hereby remakes all representations and warranties contained in
the Agreement and reaffirms all covenants set forth therein. Borrower further
certifies that as of the date of Xxxxxxxx's acknowledgment set forth below there
exists no default or defined event of default under the Agreement or any
promissory note or other contract, instrument or document executed in connection
therewith, nor any condition, act or event which with the giving of notice or
the passage of time or both would constitute such a default or defined event of
default.
Staar Surgical Company
July 1, 2001
Page 2
Your acknowledgment of this Amendment shall constitute acceptance of the
foregoing terms and conditions.
Sincerely,
XXXXX FARGO BANK,
NATIONAL ASSOCIATION
By:
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Xxxxx Xxxxxxxxx
Vice President
Acknowledged and accepted as of 6/30/01 :
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STAAR SURGICAL COMPANY
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Chief Financial Officer
