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EXHIBIT 10.11C
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LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of September 3,
1998, by and between Laserscope ("Borrower") and Silicon Valley Bank ("Bank").
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 covenant and Profitability
covenant as of the quarter ended June 30, 1998. Bank's
waiver of Borrower's compliance of these covenants shall
apply only to the foregoing period. Accordingly, for the
quarter ending September 30, 1998, Borrower shall be in
compliance with these covenants as amended herein.
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 2.3(a) entitled "Interest Rate" is hereby
amended in part to provide that except as set forth in
Section 2.3(b), any Advances shall bear interest, on the
average Daily Balance, at a rate equal to one (1)
percentage point above the Prime Rate.
2. Section 6.8 entitled "Quick Ratio" is hereby amended to
read as follows:
Borrower shall maintain, as of the last day of each
fiscal quarter, a ratio of Quick Assets to Current
Liabilities of at least 0.90 to 1.00.
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3. Section 6.9 entitled "Debt-Net Worth Ratio" is hereby
amended to read as follows:
Borrower shall maintain, as of the last day of each
fiscal quarter, a ratio of Total Liabilities less
Subordinated Debt to Tangible Net Worth plus
Subordinated Debt of not more than 1.00 to 1.00.
4. Section 6.10 entitled "Tangible Net Worth" is hereby
amended to read as follows:
Borrower shall maintain, as of the last day of each
fiscal quarter, a Tangible Net Worth of not less than
$19,000,000.00.
5. Section 6.11 entitled "Profitability" is hereby amended
to read as follows:
Borrower shall have a minimum net profit of One Dollar
($1.00) (net of amortization and depreciation) for each
fiscal quarter. Profitability shall be calculated as
follows: add depreciation and amortization from 10-Q
cash flow statement to net income (loss).
4. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.
5. 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.
6. 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.
7. 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 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.
8. 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.
9. CONDITIONS. The effectiveness of this Loan Modification Agreement is
conditioned upon Borrower's payment of the Loan Fee.
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This Loan Modification Agreement is executed as of the date first
written above.
BORROWER: BANK:
LASERSCOPE SILICON VALLEY BANK
By: /s/ Dennis LaLumandiere By: /s/ Lois M. Fisher
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Name: Dennis LaLumandiere Name: Lois M. Fisher
Title: Vice President of Finance and Title: Senior Vice President,
Chief Financial Officer Life Sciences and Health Care Practice