Exhibit 10.26
THIRD LOAN MODIFICATION AGREEMENT TO EQUIPMENT LOAN AND SECURITY AGREEMENT
DATED JANUARY 31, 2002 AND FOURTH LOAN MODIFICATION AGREEMENT
TO REVOLVING LOAN AND SECURITY AGREEMENT DATED MARCH 19, 2002 AND FIRST LOAN
MODIFICATION AGREEMENT TO EQUIPMENT LOAN AND SECURITY AGREEMENT
DATED SEPTEMBER 30, 2002
This Loan Modification Agreement is entered into as of December 31, 2002,
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 to provide for a change in
certain affirmative covenants and to provide for a change in the
Borrowing Base. Financing Agreements is a defined term under all of the
Financing Agreements.
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B. Modifications to Financing Agreements.
1. SECTION 2.1.1(a) OF THE SECOND EQUIPMENT LOAN is hereby amended by
deleting the reference to "October 31, 2002" and substituting therefor
"March 31, 2003."
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 $40 million on a cumulative basis by September 30, 2004.
Minimum amounts are required as follows. Borrower shall (a) have closed
on new equity financing of at least $5 million by December 31, 2002;
and (b) have closed on a cumulative total of new equity financing at
least $10 million by January 31, 2003; and (c) have closed on a
cumulative total of new equity financing of at least $30 million by
August 31, 2003; and (d) have closed on cumulative total of new equity
financing of at least $40 million by September 30, 2004. New equity
financings include all new equity funds received after December 1,
2002.
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 $40 million on a cumulative basis by September 30, 2004. Minimum
amounts are required as follows. Borrower shall (a) have closed on new
equity financing of at least $5 million by December 31, 2002; and (b)
have closed on a cumulative total of new equity financing at least $10
million by January 31, 2003; and (c) have closed on a cumulative total
of new equity financing of at least $30 million by August 31, 2003; and
(d) have closed on cumulative total of new equity financing of at least
$40 million by September 30, 2004. New equity financings include all
new equity funds received after December 1, 2002.
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 $40 million on a cumulative basis by September 30, 2004. Minimum
amounts are required as follows. Borrower shall (a) have closed on new
equity financing of at least $5 million by December 31, 2002; and (b)
have closed on a cumulative total of new equity financing at least $10
million by January 31, 2003; and (c) have closed on a cumulative total
of new equity financing of at least $30 million by August 31, 2003; and
(d) have closed on cumulative total of new equity financing
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of at least $40 million by September 30, 2004. New equity financings
include all new equity funds received after December 1, 2002.
5. SECTION 6 OF THE SECOND EQUIPMENT LOAN AFFIRMATIVE COVENANTS, is
hereby amended by adding the following subsection:
6.12 Money Market Account. Borrower shall deposit $1 million in
Borrower's Money Market Account with Bank. Xxxx shall place a hold on
the Money Market Account until Bank receives invoices for Eligible
Equipment supporting the Equipment Advance of $1 million. Bank will
release its hold on the Money Market Account, pro rata, by the amount
of invoices for Eligible Equipment received by Bank.
6. SECTION 13 OF THE REVOLVING LOAN DEFINITIONS, is hereby amended by
amending the definition of "BORROWING BASE" by deleting the reference
to "October 2, 2002" in the last line and substituting therefore
"January 7, 2003."
7. SECTION 13 OF THE REVOLVING LOAN DEFINITIONS is hereby amended by
adding the following to the end of the definition of "ELIGIBLE
ACCOUNTS":
Notwithstanding the foregoing, Eligible Accounts shall include those
accounts owing from Rush Presbyterian-St. Luke Medical Center due
October 17, 2002 if collected on or before January 7, 2003.
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.
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
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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.
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]
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This Loan Modification Agreement is executed as of the date first
written above.
BORROWER: BANK:
STEREOTAXIS, INC. SILICON VALLEY BANK
By: /s/ Xxxxx X. Xxxxx By:
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Name: Xxxxx X. Xxxxx Name:
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Title: VP Admin/Controller Title:
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This Loan Modification Agreement is executed as of the date first
written above.
BORROWER: BANK:
STEREOTAXIS, INC. SILICON VALLEY BANK
By: /S/ Xxxxx X. Xxxxx By: /s/ Xxxxxx Xxxx
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Name: Xxxxx X. Xxxxx Name: Xxxxxx Xxxx
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Title: VP Admin/Controller Title: Assistant Vice President
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