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EXHIBIT 10.11B
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LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of March 18, 1998, by
and between Laserscope ("Borrower") whose address is 0000 Xxxxxxx Xxxxx, Xxx
Xxxx, XX 00000 and Silicon Valley Bank ("Bank") whose address is 0000 Xxxxxx
Xxxxx, Xxxxx Xxxxx, XX 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 Amended and Restated Loan and Security Agreement, dated November
27, 1996, as may be amended from time to time, (the "Loan Agreement"). The Loan
Agreement provided for, among other things, a Committed Line in the original
principal amount of Five Million Dollars ($5,000,000.00),(the "Revolving
Facility"). Defined terms used but not otherwise defined herein shall have the
same meanings as in the Loan Agreement.
Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to as
the "Indebtedness."
2. DESCRIPTION OF COLLATERAL AND GUARANTIES. Repayment of the Indebtedness is
secured by the Collateral as described in the Loan Agreement.
Hereinafter, the above-described security documents and guaranties, 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. Waiver of Default.
1. Bank hereby waives Borrower's existing default under the Loan
Agreement by virtue of Borrower's failure to comply with the
Tangible Net Worth and the Profitability covenants as of the quarter
ended December 31, 1997. Bank's waiver of Borrower's compliance of
these covenants shall apply only to the foregoing period.
Accordingly, for the month ending March 31, 1998, Borrower shall be
in compliance with the Tangible Net Worth covenant, as amended
herein, and for the quarter ending March 31, 1998, Borrower shall be
in compliance with the Profitability covenant, as amended herein.
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Bank's agreement to waive the above-described default (1) in no way
shall be deemed an agreement by the Bank to waive Borrower's
compliance with the above-described covenants as of all other dates
and (2) shall not limit or impair the Bank's right to demand strict
performance of these covenants as of all other dates and (3) shall
not limit or impair the Bank's right to demand strict performance of
all other covenants as of any date.
B. Modification(s) to Loan Agreement.
1. Section 6.10 entitled "Tangible Net Worth" is hereby amended to
read, in its entirety, as follows:
Borrower shall maintain, as of the last day of each quarter, a
Tangible Net Worth of not less than $21,500,000.00 plus seventy five
percent (75%) of net profits plus one hundred percent (100%) of new
equity.
2. Section 6.11 entitled "Profitability" is hereby amended to read, in
its entirety, as follows:
Borrower shall have a minimum net profit of One Dollar ($1.00) for each
fiscal quarter, provided, however, Borrower may incur a net loss for
the quarter ending March 31, 1998 not to exceed $250,000.00.
3. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.
4. PAYMENT OF LOAN FEE. Borrower shall pay to Lender a fee in the amount of
One Thousand Five Hundred and 00/100 Dollars ($1,500.00) (the "Loan Fee") plus
all out-of-pocket expenses.
5. NO DEFENSES OF BORROWER. Borrower (and each guarantor and pledgor signing
below) agrees that, as of the date hereof, it has no defenses against the
obligations to pay any amounts under the Indebtedness.
6. CONTINUING VALIDITY. Borrower (and each guarantor and pledgor signing below)
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
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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 the party is
expressly released by Bank in writing. No maker, endorser, or guarantor will be
released by virtue of this Loan Modification Agreement. The terms of this
paragraph apply not only to this Loan Modification Agreement, but also to all
subsequent loan modification agreements.
7. COUNTERPARTS. This Loan Modification Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.
8. CONDITIONS. The effectiveness of this Loan Modification Agreement is
conditioned upon Borrower's payment of the Loan Fee.
This Loan Modification Agreement is executed as of the date first written
above.
BORROWER: BANK:
LASERSCOPE SILICON VALLEY BANK
By: /s/Xxxxxx XxXxxxxxxxxx By:/s/Xxxx Xxxxxx
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Name: Xxxxxx XxXxxxxxxxxx Name: Xxxx Xxxxxx
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Title: Vice President of Finance and Title:Vice President - Life Sciences
Chief Financial Officer and Health Care Practice
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