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EXHIBIT 10.1
AMENDMENT TO
CONVERTIBLE SUBORDINATED NOTE AGREEMENT
AND
CREDIT AGREEMENT
This Amendment To Convertible Subordinated Note Agreement and Credit
Agreement, each dated August 12, 1998, by and between Xxxxxx Laboratories, an
Illinois corporation ("Abbott"), and Micro Therapeutics, Inc., a Delaware
corporation ("MTI"), is dated this 21st day of May 1999.
RECITALS
A. MTI and Abbott entered into that certain Convertible Subordinated
Note Agreement, dated August 12, 1998, in which (i) MTI executed a 5%
Convertible Subordinated Note, due August 19, 2003 in the principal amount of $5
million, convertible into shares of the Common Stock of MTI at $13.00 per share
(the "First Note"), and (ii) Abbott and MTI entered into that certain Credit
Agreement dated August 12, 1998, in which Abbott agreed to loan, and has since
loaned, $5 million to MTI pursuant to a 5% Convertible Credit Facility Note
dated November 9, 1998, convertible into shares of the Common Stock of MTI at
$15.00 per share (the "Second Note" and with the First Note, the "Notes").
X. Xxxxxx and MTI wish to reduce the conversion price of each of the
Notes and Abbott shall then convert the First Note and shall permit MTI to cause
the conversion of the Second Note, all into shares of Common Stock of MTI
concurrently with this Amendment.
NOW, THEREFORE, the parties agree as follows:
1. AMENDMENT TO CONVERSION PRICES. The Conversion Price described in
Section 3.1 of the Credit Agreement is hereby reduced to (i) $8.640625 per share
of MTI's Common Stock for $4,000,000 principal amount, and (ii) $12.00 per share
of MTI's Common Stock for $1,000,000 principal amount (the "Adjusted Price").
The Conversion Price described in Section 11 of the Convertible Subordinated
Note Agreement is hereby reduced to $12.00 per share of MTI's Common Stock. The
total number of shares to be acquired upon conversion of the amount represented
by the Notes shall be 962,628 shares.
2. AMENDMENT TO MTI RIGHT TO CONVERT SECOND NOTE. Section 3.1(b) of he
Credit Agreement is hereby amended to provide that, concurrently with this
Amendment and notwithstanding any provision to the contrary, MTI may convert the
Second Note at the Adjusted Price.
3. CONDITION. As a condition to the completion of this Amendment to
Convertible Subordinated Note Agreement and Credit Agreement, MTI and Abbot
shall execute and deliver that certain Termination of Credit Agreement and
Security Agreement dated the date hereof.
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4. FORCE AND EFFECT. Except as amended herein, the Notes shall remain in
full force and effect.
5. EXECUTION IN COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which
taken together shall constitute a single instrument.
IN WITNESS WHEREOF, MTI and Abbott have caused this Amendment to be
executed by duly authorized officers of such corporations.
XXXXXX LABORATORIES,
an Illinois corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
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Its: President HPO
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MICRO THERAPEUTICS, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxx
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Its: Chief Financial Officer
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