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EXHIBIT 10.11F
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LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of March 30, 1999,
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). The
Loan Agreement has been modified pursuant to, among other documents, a Loan
Modification Agreement dated March 17, 1999, pursuant to, among other things,
the Committed Line was decreased to Four Million Five Hundred Thousand Dollars
($4,500,000). 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. Modification(s) to Loan Agreement.
1. The following terms as defined in Section 1.1
entitled "Definitions" are hereby amended,
incorporated or deleted into or from the Loan
Agreement, to read as follows:
Item "(l)" under "Eligible Accounts": Accounts which
are considered Eligible Insured Accounts.
"Eligible Insured Accounts" means the Net Invoice
Value of Eligible Shipments as defined in the
Insolvency Risk Insurance Policy.
"Eligible Foreign Accounts", together with any and
all references thereto, is hereby deleted.
"Insolvency Risk Insurance Policy" is that certain
Insolvency Risk Insurance agreement, dated March 26,
1999, by and between Borrower and The Insurance
Company of the State of Pennsylvania as referenced as
Exhibit E attached hereto.
2. Sub-section (a) of Section 2.1 entitled "Revolving
Facility" is hereby amended in its entirety to read
as follows:
(a) Subject to and upon the terms and
conditions of this Agreement, Bank agrees to make
Advances to Borrower in an aggregate outstanding
amount not to exceed (i) the Committed Line or the
Borrowing Base, whichever is less, minus (ii) the
face amount of all outstanding Letters of Credit
(including drawn but unreimbursed Letters of Credit).
Subject to the terms and conditions of this
Agreement, amounts borrowed pursuant to this Section
2.1 may be repaid and reborrowed at any time during
the term of this Agreement. For purposes of this
Agreement, "Borrowing Base" shall mean an amount
equal to the sum of (A) seventy-five percent (75%) of
Eligible Accounts plus (B) either (i) eighty-five
percent (85%) of Eligible Insured Accounts or (ii)
seventy-five percent (75%) Eligible Insured Accounts
plus interest and taxes.
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3. The following paragraph is hereby incorporated into
Section 6.3 entitled "Financial Statements, Reports,
Certificates":
Within twenty (20) days after the last day of each
fiscal quarter, Borrower shall deliver to Bank copies
of its quarterly reports which are due to The
Insurance Company of the State of Pennsylvania
pursuant to the Insolvency Risk Insurance Policy. In
addition, Borrower shall deliver to Bank within
twenty (20) days after the last day of each month
evidence that Borrower's premium payments for the
Insolvency Risk Insurance Policy are paid current and
that such policy remains in effect.
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 Bank a fee in the amount of
Two Thousand Five Hundred Dollars ($2,500) (the "Variance 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 Variance Fee.
This Loan Modification Agreement is executed as of the date first
written above.
BORROWER: BANK:
LASERSCOPE SILICON VALLEY BANK
By: Dennis LaLumandiere By: Lois Fisher
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Name: /s/Dennis LaLumandiere Name: /s/Lois Fisher
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Title: Vice President, Finance and Title: Senior Vice President
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Chief Financial Officer Life Science Practice
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