Exhibit 10.27
FOURTH LOAN MODIFICATION AGREEMENT TO EQUIPMENT LOAN AND
SECURITY AGREEMENT DATED JANUARY 31, 2002 AND FIFTH LOAN
MODIFICATION AGREEMENT TO REVOLVING LOAN AND SECURITY
AGREEMENT DATED MARCH 19, 2002 AND SECOND LOAN MODIFICATION
AGREEMENT TO EQUIPMENT LOAN AND SECURITY AGREEMENT DATED
SEPTEMBER 30, 2002
This Loan Modification Agreement is entered into as of April __, 2003, by
and between Stereotaxis, Inc. ("Borrower") whose address is 0000 Xxxxxx Xxxx
Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 and Silicon Valley Bank ("Bank") whose address
is 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000, with a loan production office at
000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000.
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 Equipment Loan and Security Agreement in the principal amount of
$2,000,000, dated as of January 31, 2002, as may be amended from time to time
(the "First Equipment Loan"), a Revolving Loan and Security Agreement in the
principal amount of $2,000,000, dated as of March 19, 2002, as may be amended
from time to time (the "Revolving Loan,"), and an Equipment Loan and Security
Agreement in the principal amount of $1,000,000, dated as of September 30, 2002,
as may be amended from time to time (the "Second Equipment Loan" and together
with the First Equipment Loan and the Revolving Loan, collectively the
"Financing Agreements"). Defined terms used but not otherwise defined herein
shall have the same meanings as in the Financing Agreements.
Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to as
the "Indebtedness."
2. DESCRIPTION OF COLLATERAL. Repayment of the Indebtedness is secured by the
Collateral as described in the Financing Agreements.
Hereinafter, the above-described security documents, 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. Modifications to Financing Agreements.
The Financing Agreements are hereby amended, as more specifically
described herein, to provide for a CHANGE in (1) the Committed Revolving
Line, (2) the Revolving Maturity Date, (3) certain affirmative covenants,
and (4) the Borrowing Base.
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B. Modifications to Financing Agreements.
1. SECTION 2.4.1(b) OF THE REVOLVING LOAN is hereby amended by adding the
following to the end of the subsection:
In the event the Borrower terminates this Agreement before expiration
of the Revolving Maturity Date, a termination fee of .10% of the principal
amount outstanding under all Credit Extensions will be due and payable.
2. SECTION 6.11 OF THE FIRST EQUIPMENT LOAN EQUITY FINANCING/IPO, is hereby
amended by deleting the subsection in full and substituting the following:
Equity Financing. Borrower shall obtain new equity financing of at
least $16,750,000 on a cumulative basis by September 30, 2004, portions of
which shall be obtained in the amounts, and by the dates, set forth as
follows: Borrower shall (a) have closed on a cumulative total of new equity
financing of at least $6,750,000 by August 31, 2003; and (b) have closed on
a cumulative total of new equity financing at least $16,750,000 by
September 30, 2003. New equity financings include any and all new equity
funds received after March 1, 2003.
3. SECTION 6.11 OF THE SECOND EQUIPMENT LOAN EQUITY FINANCING/IPO, is
hereby amended by deleting the subsection in full and substituting the
following:
Equity Financing. Borrower shall obtain new equity financing of at least
$16,750,000 on a cumulative basis by September 30, 2004, portions of which
shall be obtained in the amounts, and by the dates, set forth as follows:
Borrower shall (a) have closed on a cumulative total of new equity
financing of at least $6,750,000 by August 31, 2003; and (b) have closed on
a cumulative total of new equity financing at least $16,750,000 by
September 30, 2003. New equity financings include any and all new equity
funds received after March 1, 2003.
4. SECTION 6.11 OF THE REVOLVING LOAN EQUITY FINANCING/IPO, is hereby
amended by deleting the subsection in full and SUBSTITUTING the following:
Equity Financing. Borrower shall obtain new equity financing of at least
$16,750,000 on a cumulative basis by September 30, 2004, portions of which
shall be obtained in the amounts, and by the dates, set forth as follows:
Borrower shall (a) have closed on a cumulative total of new equity
financing of at least $6,750,000 by August 31, 2003; and (b) have closed on
a cumulative total of new equity financing at least $16,750,000 by
September 30, 2003. New equity financings include any and all new equity
funds received after March 1, 2003.
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5. SECTION 13 OF THE REVOLVING LOAN DEFINITIONS, is hereby
amended by amending the definition of "BORROWING BASE" by
deleting the last sentence and substituting the following:
Notwithstanding the foregoing, (a) outstanding Advances
shall not exceed $800,000 for Eligible Accounts from a single
account debtor, and (b) Borrower may borrow up to $500,000
subject to availability under the Committed Revolving Line, but
not subject to the Borrowing Base ("Non-formula Borrowings"),
which Non-Formula Borrowings shall be repaid in full on or before
July 15, 2003.
6. SECTION 13 OF THE REVOLVING LOAN DEFINITIONS, is hereby
amended by amending the definition of "COMMITTED REVOLVING LINE"
by deleting "$2,000,000" and substituting therefor "$3,000,000."
7. SECTION 13 OF THE REVOLVING LOAN DEFINITIONS is hereby amended
by amending the definition of "REVOLVING MATURITY DATE" by
deleting "March 19, 2003" and substituting therefor "March 19,
2004."
4. WAIVER OF DEFAULTS. The Bank hereby waives and releases the Borrower from any
and all defaults under the Financing Agreements existing prior to the date
hereof.
5. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.
6. PAYMENT OF EXPENSES. Borrower shall pay to Bank all fees and expenses
incurred in negotiating and drafting this Loan Modification Agreement and a
loan modification fee of $24,000.
7. NO DEFENSES OF BORROWER. Borrower agrees that it has no defenses against the
obligations to pay any amounts under the Indebtedness.
8. 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 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 Indebtedness pursuant to this
Loan Modification Agreement in no way shall obligate Bank 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 Bank
and Borrower to retain as liable parties all makers and endorsers of Existing
Loan Documents, unless the party is expressly released by Bank in writing. The
terms of this paragraph apply not only to this Loan Modification Agreement, but
also to all subsequent loan modification agreements.
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9. CONDITIONS. The effectiveness of this Loan Modification Agreement is
conditioned upon (i) execution by Borrower of this Loan Modification Agreement;
and (ii) payment by Borrower of all fees and expenses required under this
Agreement.
[Signature Pages To Follow]
SILICON VALLEY BANK
PROFORMA INVOICE FOR LOAN CHARGES
BORROWER: Stereotaxis, Inc.
LOAN OFFICER: Xxxxxx Xxxxxxx
DATE: April 17, 2003
Facility Fee $24,000.00
Legal Fees
TOTAL FEE DUE $
Please indicate the method of payment:
[ ] A check for the total amount is attached.
[X] Debit DDA #501569370 for the total amount.
[ ] Loan proceeds
Borrower Stereotaxis, Inc.
/s/ Xxxxxx Xxxxx
By: --------------------------
(Authorized Signer)
/s/ Xxxxxx Xxxxxxx
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Silicon Valley Bank (Date)
Accountant Officer's Signature
This Loan Modification Agreement is executed as of the date first
written above.
BORROWER: BANK:
STEREOTAXIS, INC. SILICON VALLEY BANK
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxx Name: Xxxxxx Xxxxxxx
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Title: CFO Title: Vice President
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