Exhibit 10.2
FIRST AMENDMENT TO
CREDIT AGREEMENT
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This FIRST AMENDMENT TO CREDIT AGREEMENT ("Amendment"), dated as of April
5, 2000, by and among NMT Medical, Inc., a Delaware corporation ("NMT"), NMT
Heart, Inc., a Delaware corporation, NMT Investments Corp., a Massachusetts
corporation, NMT NeuroSciences (International), Inc., a Delaware corporation,
NMT NeuroSciences (US), Inc., a Delaware corporation, NMT NeuroSciences (IP),
Inc., a Delaware corporation, and NMT Neurosciences Innovasive Systems, Inc., a
Florida corporation (collectively, the "Borrowers"), and Xxxxx Brothers Xxxxxxxx
& Co. (the "Lender").
WHEREAS, the Borrowers and the Lender are parties to a certain Credit
Agreement dated as of September 13, 1999 (the "Credit Agreement") (capitalized
terms which are not defined in this Amendment shall have their respective
meanings specified in the Credit Agreement);
WHEREAS, NMT and certain of its subsidiaries entered into purchase
agreements pursuant to which Integra Selector Corporation and Integra
Neurosciences Holdings (UK) Limited purchased on the date hereof, certain assets
of, or the capital shares in, certain subsidiaries of NMT (the "Sale
Transactions");
WHEREAS, pursuant to a Waiver and Consent Agreement, dated as of March 20,
2000, by and among the Borrowers, the Lender, X.X. Xxxxxxx & Co. and Whitney
Subordinated Debt Fund, L.P. (the "Waiver and Consent"), the Borrowers agreed to
pay to the Lender such amount from the proceeds of the Sale Transactions as
necessary to reduce the outstanding principal balance under the Credit Agreement
to $2,000,000;
WHEREAS, upon the reduction of the outstanding principal balance under the
Credit Agreement to $2,000,000 as contemplated by the Waiver and Consent, the
Borrowers and the Lender agreed to permanently reduce the Commitment to
$2,000,000; and
WHEREAS, the Borrowers and the Lender desire to amend the Credit Agreement
to so reduce the Commitment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby amend the Credit
Agreement as follows:
Section 1. Article I. Article I of the Credit Agreement is hereby amended
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by deleting the definition for "Commitment" and substituting therefor the
following:
" "Commitment" means the commitment of the Lender to make Revolving
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Loans and to issue Letters of Credit hereunder. The initial amount of the
Lender's Commitment is $2,000,000."
Section 2. Representations and Warranties. The Borrowers hereby confirm
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to the Lender that the representations and warranties of the Borrowers set forth
in Article III of the Credit Agreement are true and correct as of the date
hereof, as if set forth herein in full, except to the extent that such
representations and warranties are no longer true and correct as a result solely
of the consummation of the Sale Transactions.
Section 3. No Default. The Borrowers hereby acknowledge that there is no
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Default or Event of Default existing under the Credit Agreement.
Section 4. No Other Changes. Except as amended by this Amendment, the
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Credit Agreement remains in full force and effect.
Section 5. Counterparts. This Amendment may be executed in any number of
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counterparts each of which shall be an original with the same effect as if all
of the signatures to this Amendment were upon the same instrument.
Section 6. Miscellaneous. This Amendment shall be governed by and
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construed and enforced under the laws of the Commonwealth of Massachusetts.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
NMT MEDICAL, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President-Finance and
Administration and Chief Financial
Officer
NMT HEART, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Treasurer and Secretary
NMT INVESTMENTS CORP.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Treasurer and Clerk
NMT NEUROSCIENCES
(INTERNATIONAL), INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Treasurer and Secretary
NMT NEUROSCIENCES (US), INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Treasurer and Secretary
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NMT NEUROSCIENCES (IP), INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Treasurer and Secretary
NMT NEUROSCIENCES
INNOVASIVE SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Treasurer and Secretary
XXXXX BROTHERS XXXXXXXX & CO.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
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