Exhibit 10.19
SECOND LOAN MODIFICATION AGREEMENT
This Second Loan Modification Agreement (this "Agreement") is entered into
as of February 19, 2004, 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, Xxxxxxxxxx 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 amended by the Loan Modification Agreement
dated November 7, 2003 between Borrowers and Lender (and as may be further
amended from time to time, the "Loan Agreement"). Hereinafter, all indebtedness
owed by Borrowers to Lender pursuant to the Loan Agreement shall be referred to
as the "Indebtedness."
2. DESCRIPTION OF COLLATERAL. 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 Loan Agreement. The Tangible Net Worth covenant set
forth in the Loan Modification Agreement dated as of November 7,
2003 by and among the parties hereto shall be deleted in its
entirety and replaced with the following:
1. Borrowers will maintain as of the last day of each month:
(i) MINIMUM TANGIBLE NET WORTH. The sum of (x)
Stockholder's equity, plus (y) subordinated debt, plus (z) revenue,
recognition of which is deferred pursuant to Securities and Exchange
Commission Release No. SAB 104, less intangible assets ("Tangible
Net Worth") of not less than the sum of (a) and (b):
(a) Tangible Net Worth: Applicable Period:
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$7,000,000 from November 7, 2003 through December 31,2003;
$5,500,000 January 31, 2004 through May 31, 2004;
$6,000,000 June 30, 2004 through August 31, 2004; and
$7,500,000 September 30, 2004 and thereafter;
plus
(b) fifty percent (50%) of the net proceeds from any issuance by
Borrowers of equity or subordinated debt after November 7,
2003.
4. WAIVER OF DEFAULT. Borrowers failed to comply with the Tangible Net Worth
covenant for the months ending November 30, 2003 and December 31, 2003 due to
the deferral of revenue per SAB 104,
and Lender hereby waives such Events of Default to the extent that they were
caused by the deferral of revenue per SAB 104.
5. PAYMENT OF VARIANCE FEE. In consideration of Lender's entering into this
Agreement and that certain First Loan Modification Agreement dated of even date
herewith by and among the parties hereto in connection with other indebtedness
owed by Borrower to Lender, Borrowers shall pay to Lender a non refundable
variance fee in the aggregate amount of Two Thousand Five Hundred Dollars
($2,500) plus all out-of-pocket expenses (including, but not limited to fees and
expenses of Lender's counsel).
6. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended
wherever necessary to reflect the changes described above.
7. 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.
8. 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 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 Agreement in no way
shall obligate Lender to make any future modifications to the Indebtedness.
Nothing in this 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 Agreement. The terms of this paragraph apply not
only to this Agreement, but also to all subsequent loan modification agreements
except to the extent expressly changed or terminated by the terms thereof.
[Signatures on Following Page]
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This Second 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: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxx Name: Xxxxx Xxxxxxxxx
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Title: CFO Title: VP
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ANIMAS DIABETES CARE, LLC
BY: ANIMAS CORPORATION, ITS SOLE MEMBER
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: CFO
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