EXHIBIT 10.11J
SILICON VALLEY BANK
AMENDMENT TO LOAN DOCUMENTS
BORROWER: LASERSCOPE
ADDRESS: 0000 XXXXXXX XXXXX
XXX XXXX, XXXXXXXXXX 00000
DATE: SEPTEMBER 26, 2002
THIS AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley
Bank ("Silicon") and the borrower named above ("Borrower").
The Parties agree to amend the Loan and Security Agreement between them,
dated October 1, 1999 (as otherwise amended, the "Loan Agreement"), as follows,
effective as of the date hereof. (Capitalized terms used but not defined in this
Amendment shall have the meanings set forth in the Loan Agreement.)
1. MODIFIED AUDIT FEES. That certain sentence in Section 5.4 of the
Loan Agreement that currently reads as follows:
"The foregoing inspections and audits shall be at Borrower's
expense and the charge therefor shall be $700 per person per day
(or such higher amount as shall represent Silicon's then current
standard charge for the same), plus reasonable out of pocket
expenses."
is hereby amended to read as follows:
"The foregoing inspections and audits shall be at Borrower's
expense and the charge therefor shall be $750 per person per day
(or such higher amount as shall represent Silicon's then current
standard charge for the same), plus reasonable out of pocket
expenses."
2. MODIFIED INTEREST RATE. Section 2 of the Schedule is hereby
amended by modifying the words which presently read "A rate equal to the `Prime
Rate' in effect from time to time, plus 1.75% per annum." to read as follows:
"A rate equal to the `Prime Rate' in effect from time to time,
plus 1.50% per annum."
3. MODIFIED MATURITY DATE. Section 4 of the Schedule is hereby
amended in its entirety to read as follows:
"4. MATURITY DATE
(Section 6.1): September 30, 2003."
4. MODIFIED TANGIBLE NET WORTH COVENANT. Section 5 of the Schedule
is hereby amended in its entirety to read as follows:
"5. FINANCIAL
COVENANTS
(Section 5.1): Borrower shall comply with each of the
following covenant(s). Compliance shall
be determined as of the end of each month:
MINIMUM TANGIBLE
NET WORTH: Borrower shall maintain a Tangible Net
Worth of not less than $11,000,000, plus
(i) 50% of all consideration received
after the date hereof for equity
securities and subordinated debt of the
Borrower, plus (ii) 50% of the Borrower's
net income in each fiscal quarter ending
after the date hereof.
Increases in the Minimum Tangible Net
Worth Covenant based on consideration
received for equity securities and
subordinated debt of the Borrower shall be
effective as of the end of the month in
which such consideration is received, and
shall continue effective thereafter.
Increases in the Minimum Tangible Net
Worth Covenant based on net income shall
be effective on the last day of the fiscal
quarter in which said net income is
realized, and shall continue effective
thereafter. In no event shall the Minimum
Tangible Net Worth Covenant be decreased.
DEFINITIONS. For purposes of the foregoing financial
covenants, the following term shall have
the following meaning:
"Tangible Net Worth" shall mean the excess
of total assets over total liabilities,
determined in accordance with generally
accepted accounting principles, with the
following adjustments:
(A) there shall be excluded from
assets: (i) notes, accounts
receivable and other obligations
owing to the Borrower from its
officers or other Affiliates, and
(ii) all assets which would be
classified as intangible assets
under generally accepted accounting
principles, including without
limitation goodwill, licenses,
patents, trademarks, trade names,
copyrights, capitalized software
and organizational costs, licenses
and franchises.
(B) there shall be excluded from
liabilities: all indebtedness
which is subordinated to the
Obligations under a subordination
agreement in form specified by
Silicon or by language in the
instrument evidencing the
indebtedness which is acceptable to
Silicon in its discretion."
5. MODIFIED PERCENTAGE REGARDING SUBSIDIARY RECEIVABLES.
Section 9(5) of the Schedule is hereby amended in its entirety to read as
follows:
"(5) SUBSIDIARY RECEIVABLES. Without limiting any of the other
terms or provisions of this Agreement, Borrower shall not
at any time permit the total outstanding Receivables owing
to Borrower from all of its partially and wholly-owned
subsidiaries combined, which arise after the date hereof,
to exceed 50% of Borrower's total Receivables."
6. FEE. In consideration for Silicon entering into this Amendment,
Borrower shall concurrently pay Silicon a fee in the amount of $25,000, which
shall be non-refundable and in addition to all interest and other fees payable
to Silicon under the Loan Documents. Silicon is authorized to charge said fee to
Borrower's loan account.
7. 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.
8. GENERAL PROVISIONS. This Amendment, the Loan Agreement, any prior
written amendments to the Loan Agreement signed by Silicon and Borrower, and the
other written documents and agreements between Silicon and Borrower 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 documents and agreements between Silicon and
Borrower shall continue in full force and effect and the same are hereby
ratified and confirmed.
BORROWER: SILICON:
LASERSCOPE SILICON VALLEY BANK
BY /s/ XXXXXX XXXXXXXXXXXX BY /s/ XXXXXXXXXXX X. XXXX
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PRESIDENT OR VICE PRESIDENT TITLE SENIOR VICE PRESIDENT
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BY
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SECRETARY OR ASS'T SECRETARY
CONSENT
The undersigned acknowledges that its consent to the foregoing Agreement
is not required, but the undersigned nevertheless does hereby consent to the
foregoing Agreement and to the documents and agreements referred to therein and
to all future modifications and amendments thereto, and any termination thereof,
and to any and all other present and future documents and agreements between or
among the foregoing parties. Nothing herein shall in any way limit any of the
terms or provisions of the Guarantee of the undersigned, all of which are hereby
ratified and affirmed.
LASERSCOPE (UK) LIMITED
BY /s/ XXXXXX XXXXXXXXXXXX
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VICE PRESIDENT, FINANCE
TITLE AND CHIEF FINANCIAL OFFICER
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