Exhibit 10.14
Silicon Valley Bank
Borrower: VASCULAR SOLUTIONS, INC.
Date: December 29, 2005
THIS AMENDMENT TO LOAN
AGREEMENT (“Amendment”) is entered into between Silicon Valley Bank (“Silicon”) and the borrower named
above (“Borrower”), with reference to the following facts:
A.
Silicon and Borrower are parties to that certain Loan and Security Agreement, with an
Effective Date of December 31, 2003 (as amended, the “Loan Agreement”). (The Loan Agreement and all other present
and future documents, instruments and agreements relating thereto are referred to herein collectively as the “Loan
Documents”. Capitalized terms used in this Agreement which are not defined herein shall have the meanings set forth in the
Loan Agreement.)
B.
The parties desire to amend the Loan Agreement as set forth in this Amendment.
The parties agree as follows:
1.
Revolving
Maturity Date. The definition of “Revolving Maturity Date,” which
is contained in Section 13.1 of the Loan Agreement, is hereby amended from
“December 29, 2005” to “December 28, 2006”.
2.
Equipment
Advances. The following new Section is added to the Loan Agreement following
existing Section 2.1.1.
2.1.2.
Equipment Advances.
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(a) Availability. Subject to the terms and conditions of this Agreement, and
provided that no Default or Event of Default then exists, during the Draw
Period, Bank shall make advances (each, an “Equipment Advance” and,
collectively, “Equipment Advances”) not exceeding the Equipment Line.
Equipment Advances may only be used to finance Eligible Equipment purchased
within ninety (90) days (determined based upon the applicable invoice date of
such Eligible Equipment) before the date of the Equipment Advance, except that
the Initial Equipment Advance (as defined below) may be used to finance Eligible
Equipment purchased on or after January 1, 2005. No Equipment Advance may exceed
100% of the total invoice for Eligible Equipment, excluding software, leasehold
improvements, taxes, shipping, warranty charges, freight, and installation
expenses, and other soft costs, except that up to 30% of an Equipment Advance
may relate to transferable software licenses, leasehold improvements and other
soft costs, including sales tax, shipping, freight and installation expenses
relating to such Eligible Equipment. Each Equipment Advance, other than the
final Equipment Advance, must be in an amount equal to at least $50,000.
Borrower agrees to borrow at least $1,000,000 of Equipment Advances in
accordance with this Agreement on or before January 6, 2006 (the “Initial
Equipment Advance”). The provisions of Section 2.1.1(d) apply, without
limitation, to Bank’s obligation to make any Equipment Advance.
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(b) Payment. Interest accrues from the date of each Equipment Advance at the
rate in Section 2.3(a) and is payable monthly beginning on the first day of the
month following such Equipment Advance and continuing on the first day of each
month thereafter. Each Equipment Advance shall be repaid by the Borrower to Bank
in 30 equal monthly payments of principal, commencing on the first day of the
sixth month following the date the Equipment Advance was made and continuing on
the first day of each month thereafter until the Equipment Maturity Date, on
which date the entire unpaid principal balance of the Equipment Advance, plus
all accrued and unpaid interest thereon, shall be due and payable. Borrower may
prepay the principal of Equipment Advances at its option, such prepayments to be
applied to principal payments in the inverse order of maturity. Equipment
Advances may not be repaid and re-borrowed. Financed Equipment shall not be
subject to any Liens in favor of any other Person (including without limitation
Liens which would fall within the definition of “Permitted Liens”).
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(c) Prepayment Upon an Event of Loss. Borrower shall bear the risk of any loss,
theft, destruction, or damage of or to the Financed Equipment. If, during the
term of this Agreement, any item of Financed Equipment becomes obsolete or is
lost, stolen, destroyed, damaged beyond repair, rendered permanently unfit for
use, or seized by a governmental authority for any reason for a period equal to
at least the remainder of the term of this Agreement (an “Event of
Loss”), then, within ten (10) days following such Event of Loss, at
Borrower’s option, Borrower shall (i) pay to Bank on account of the
Obligations all accrued interest to the date of the prepayment, plus all
outstanding principal owing with respect to the Financed Equipment subject to
the Event of Loss; or (ii) repair or replace the Financed Equipment subject to
an Event of Loss provided the repaired or replaced Financed Equipment is of
equal or like value to the Financed Equipment subject to an Event of Loss and
provided further that Bank has a first priority perfected security interest in
such repaired or replaced Financed Equipment. |
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(d) Equipment Advance Request. To obtain an Equipment Advance, Borrower must
notify Bank (the notice is irrevocable) by facsimile no later than 12:00 p.m.
Pacific time 1 Business Day before the day on which the Equipment Advance is to
be made. The notice in the form of Exhibit B (Payment/Advance Form) must be
signed by a Responsible Officer or designee and include a copy of the invoice(s)
for the Equipment being financed. Borrower represents, warrants and covenants
that it will only request Equipment Advances for purposes of financing the
purchase of new (as opposed to “used”) Eligible Equipment.
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(e) Borrower shall not remove any Financed Equipment from the Eligible Equipment
Location unless the Equipment Advance that financed such Financed Equipment has
been repaid to Bank in full. |
3.
Interest Rate. The first
full sentence of Section 2.3(a) of the Loan Agreement – Interest
Rate – reads as follows:
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Revolving
Advances accrue interest on the outstanding principal balance at a per annum rate
equal to one-half of one percentage point (0.50%) above the Prime Rate. |
Said sentence is hereby amended to
read as follows:
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Revolving
Advances accrue interest on the outstanding principal balance at a per annum rate equal
to one-half of one percentage point (0.50%) above the Prime Rate, and Equipment
Advances accrue interest on the outstanding principal balance at a per annum rate equal to
one and one-half of one percentage point (1.50%) above the Prime Rate. |
4.
Payments. The first full
sentence of Section 2.3(b) of the Loan Agreement—Payments—reads as
follows:
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Interest due on the Committed Revolving Line is payable on the 25th
day of each month for the period ending at the end of the day preceding such
25th day. |
Said sentence is hereby amended to
read as follows:
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Interest due on the Committed Revolving Line is payable on the 25th
day of each month for the period ending at the end of the day preceding such
25th day, and interest due on Equipment Advances is payable as set
forth in Section 2.12(b). |
5.
Insurance. The following
sentence is hereby added to the end of Section 6.5 of the Loan Agreement:
“Without limiting the generality of the foregoing, the Borrower shall
insure the Financed Equipment for not less than the replacement value thereof.
6.
Tangible
Net Worth. Section 6.7 of the Loan Agreement reads as follows:
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Borrower
will maintain at all times: |
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(i) |
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Tangible
Net Worth. A Tangible Net Worth of more than $11,000,000. |
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(ii) |
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Liquidity
Coverage. A ratio of (A) unrestricted domestic cash (and equivalents)
plus the amount of Eligible Accounts, divided by (B) the aggregate amount
of Obligations outstanding hereunder, of not less than 1.25 to 1.00.
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Said Section 6.7 is hereby amended to
read as follows:
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Borrower
will maintain at all times: |
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(i) |
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Tangible
Net Worth. A Tangible Net Worth of not less than (i) $11,000,000 through and
including August 31, 2006, (ii) $12,000,000 from September 1, 2006 through and
including November 30, 2006, and (iii) $13,000,000 from December 1, 2006 and at
all times thereafter. |
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(ii) |
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Liquidity
Coverage. A ratio of (A) unrestricted domestic cash (and equivalents)
plus the amount of Eligible Accounts, divided by (B) the aggregate amount
of Obligations outstanding hereunder (excluding outstanding Equipment Advances),
of not less than 1.25 to 1.00. |
7.
Dispositions. Clause (iii)
of Section 7.1 of the Loan Agreement reads as follows: “(iii) of worn-out
or obsolete Equipment”. Said clause “iii” is hereby amended to
read as follows: “(iii) of worn-out or obsolete Equipment that does not
constitute Financed Equipment”.
8.
New Definitions. The
following definitions are hereby added to Section 13.1 of the Loan Agreement, in
the appropriate alphabetical order:
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“Draw
Period” is the period of time beginning December 29, 2005 and continuing through
the earlier of December 28, 2006 or the occurrence of an Event of Default. |
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“Eligible
Equipment” is general purpose computer equipment, office equipment, test and
laboratory equipment, and furnishings that are located at the Eligible Equipment Location
and that comply with all of Borrower’s representations and warranties to Bank and
against which Bank has a first priority Lien. |
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“Eligible
Equipment Location” is Borrower’s corporate headquarters at 0000 Xxxxxxxx
Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, provided that up to an aggregate of $400,000 of
Financed Equipment (valued at cost) may be located at Sigma Aldrich’s premises at
0000 XxXxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 and 0000 X. Xxxxxxxx, Xx. Xxxxx, Xxxxxxxx
00000 if before February 1, 2006 (i) Sigma Xxxxxxx has provided Bank with a bailee
agreement acceptable to Bank concerning Bank’s interest in such Financed Equipment or
(ii) Bank has waived such bailee agreement in writing. |
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“Equipment
Advance” is defined in Section 2.1.2. |
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“Equipment
Line” is an Equipment Advance or Equipment Advances in an aggregate amount of up
to $2,000,000. |
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“Equipment
Maturity Date” is, for each Equipment Advance, the earliest of (a) the first day
of the 36th month following such Equipment Advance, or (b) the occurrence of an
Event of Default. |
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“Financed
Equipment” is all present and future Eligible Equipment and other Collateral in
which Borrower has any interest, the purchase of which is financed by an Equipment
Advance. |
9.
Amended
Definition. The definition of the following term set forth in Section 13.1
of the Loan Agreement is hereby amended to read as follows:
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“Credit
Extension” is each Revolving Advance, Equipment Advance and other extension of
credit or credit accommodation by Bank for Borrower’s benefit. |
10.
New
Facility Fee. Borrower shall pay to Silicon a fee of $25,000 concurrently
herewith, which shall be in addition to interest and to all other amounts
payable hereunder and under the Loan Documents and which shall not be
refundable. Silicon is authorized to charge said fee to Borrower’s loan
account or any of Borrower’s deposit accounts maintained with Silicon.
11.
Amendment
Regarding Existing Fees. Subsection 2.4(a) of the Loan Agreement –
Facility Fee – is hereby amended to read in its entirety as follows:
“(a) [Omitted]”. Subsect 2.4(c) – Unused Line Fee – of the
Loan Agreement is hereby amended to read in its entirety as follows: “(c)
[Omitted]”.
12.
Borrowing Base. The
definition of “Borrowing Base” contained in Section 13.1 of the Loan
Agreement reads as follows:
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“Borrowing
Base” shall mean: |
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(A) up to 75% of Eligible Accounts as determined and confirmed by Bank from
Borrower’s most recent Borrowing Base Certificate; provided,
however, that Bank may lower the percentage of the Borrowing Base after
performing an audit of Borrower’s Collateral in Bank’s good faith
business judgment; and |
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(B) up
to 25% of Eligible Inventory, provided that Advances hereunder based on Eligible
Inventory shall at no time exceed the lesser of (i) $1,500,000 or (ii) 33% of
the amount of Eligible Accounts, as applicable from time to time. |
Said definition is hereby amended to
read as follows:
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“Borrowing
Base” shall mean: |
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(A) up to 75% of Eligible Accounts; provided, however, that Bank
may lower the percentage of the Borrowing Base after performing an audit of
Borrower’s Collateral in Bank’s good faith business judgment; plus
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(B) up
to 25% of Eligible Inventory, provided that Advances hereunder based on Eligible
Inventory shall at no time exceed the lesser of (i) $1,500,000 or (ii) 33% of
the amount of Eligible Accounts, as applicable from time to time; plus |
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(C) up to 50% of Borrower’s unrestricted cash which is held at Bank and is
subject to Bank’s first-priority perfected security interest; |
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as the foregoing are determined and confirmed by Bank from Borrower’s most
recent Borrowing Base Certificate. |
13.
Representations True. Borrower
represents and warrants to Silicon that all representations and
warranties set forth in the Loan Agreement, as amended hereby, are true and
correct.
14.
General Provisions. This
Amendment, the Loan Agreement, any prior written amendments to the Loan
Agreement signed by Silicon and Borrower, and the other Loan Documents set forth
in full all of the representations and agreements of the parties with respect to
the subject matter hereof and supersede all prior discussions, representations,
agreements and understandings between the parties with respect to the subject
hereof. Except as herein expressly amended, all of the terms and provisions of
the Loan Agreement, and all other Loan Documents shall continue in full force
and effect and the same are hereby ratified and confirmed. This Amendment is
part of the Loan Agreement and its terms are incorporated herein.
| Borrower: |
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Silicon: |
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| VASCULAR SOLUTIONS, INC. |
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SILICON VALLEY BANK |
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| By |
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By |
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President or Vice President |
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Title |
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EXHIBIT B
LOAN PAYMENT/ADVANCE
REQUEST FORM
DEADLINE
FOR SAME DAY PROCESSING IS 12:00 P.S.T.
| Fax To: 000-000-0000 |
Date: |
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o LOAN PAYMENT: |
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__________________ (Borrower)
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From Account # ________________________________ |
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To Account # ________________________________ |
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(Deposit Account #) |
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(Loan Account #) |
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Principal $ ________________________________ and/or Interest $ ______________________________________ |
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All Borrower’s representation
and warranties in the Loan and Security Agreement are true, correct and complete in all
material respects up to and including the date of the transfer request for a loan payment,
but those representations and warranties expressly referring to another date shall be
true, correct and complete in all material respects as of that date:
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Authorized Signature:________________________________ Phone Number:______________________________ |
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o LOAN ADVANCE: |
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Complete Outgoing Wire Request section below if all or a portion of the funds from this loan
advance are for an outgoing wire.
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From Account # new
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To Account # ________________________________ |
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(Loan Account #) |
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(Deposit Account #) |
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Amount of Advance $ _______________________ |
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All
Borrower’s representation and warranties in the Loan and Security Agreement are true,
correct and complete in all material respects up to and including the date of the transfer
request for an advance, but those representations and warranties expressly referring to
another date shall be true, correct and complete in all material respects as of that date:
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Authorized Signature:________________________________ Phone Number:______________________________ |
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OUTGOING WIRE REQUEST: |
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Complete only if all or a portion of funds from the loan advance above are to be wired.
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Deadline for same day processing is 12:00pm, P.S.T. |
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Beneficiary Name: ________________________________ |
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Amount of Wire: $ ________________________________ |
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Beneficiary Bank: _________________________________ |
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Account Number: _________________________________ |
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City and State: ____________________________________ |
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Beneficiary Bank Transit (ABA) #: __ __ __ __ __ __ __ __ |
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Beneficiary Bank Code (Swift, Sort, Chip, etc.): _______________________________________________________________ |
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(For International Wire Only) |
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Intermediary Bank: ________________________________ |
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Transit (ABA) #: ________________________________ |
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For Further Credit to:
__________________________________________________________________________________________________________ |
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Special Instruction:
____________________________________________________________________________________________________________ |
By
signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be
processed in accordance with and subject to the terms and conditions set forth in the
agreements(s) covering funds transfer service(s), which agreements(s) were previously
received and executed by me (us).
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Authorized Signature: _____________________________ |
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2nd Signature (If Required): _____________________________ |
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Print Name/Title: ___________________________________ |
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Print Name/Title:
_________________________________________ |
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Telephone #
_______________________________________ |
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Telephone #
_____________________________________________ |
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