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SILICON VALLEY BANK
AMENDMENT TO LOAN AGREEMENT
BORROWER: PREMIER LASER SYSTEMS, INC.
ADDRESS: 3 MORGAN
IRVINE, CALIFORNIA 92718
DATE: FEBRUARY 13, 1997
THIS AMENDMENT TO LOAN AGREEMENT is entered into between SILICON VALLEY
BANK ("Silicon") and the borrower named above (the "Borrower").
The Parties agree to amend the Loan Agreement between them, dated June 3,
1996, as amended by that Amendment to Loan Agreement dated October __, 1996 (the
"Loan Agreement"), as follows. (Capitalized terms used but not defined in this
Amendment, shall have the meanings set forth in the Loan Agreement.)
1. AMENDED SCHEDULE. The Schedule to Loan Agreement is hereby amended in
its entirety to read as is set forth on the Schedule to the Loan Agreement as
attached hereto.
2. FEE. Borrower shall pay to Silicon concurrently herewith a fee of
$5,000, which shall be in addition to all interest and all other amounts payable
hereunder and which shall not be refundable.
3. 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.
4. GENERAL PROVISIONS. This Amendment, the Loan Agreement, any prior
written amendments to the Loan Agreement signed by Silicon and the Borrower, and
the other written documents and agreements between Silicon and the 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 the Borrower shall continue in full force and effect and the
same are hereby ratified and confirmed.
BORROWER: SILICON:
PREMIER LASER SYSTEMS, INC. SILICON VALLEY BANK
By /S/ COLETTE COZEAN By /S/ Robert Anderson
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PRESIDENT OR VICE PRESIDENT TITLE
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By /S/ RONALD E. HIGGINS
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SECRETARY OR ASS'T SECRETARY
/S/ MICHAEL L. HIEBERT
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TREASURER
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SILICON VALLEY BANK
SCHEDULE TO
LOAN AGREEMENT
BORROWER: PREMIER LASER SYSTEMS, INC.
ADDRESS: 3 MORGAN
IRVINE, CALIFORNIA 92718
DATE: FEBRUARY 13, 1997
THIS SCHEDULE is an integral part of the Loan Agreement between
Silicon Valley Bank ("Silicon") and the above-named borrower ("Borrower").
REVOLVING LOAN CREDIT An amount not to exceed the lesser of:
LIMIT (SECTION 1.2): (i) $1,000,000 at any one time outstanding; or (ii)
the amount of the Certificate of Deposit pledged to
Silicon by Borrower pursuant to the Pledge
Agreement dated February 13, 1997.
REVOLVING LOAN A rate equal to the "Prime Rate" in effect from
(SECTION 1.2): time to time, calculated on the basis of a 360-day
year for the actual number of days elapsed.
"Prime Rate" means the rate announced from time to
time by Silicon as its "prime rate"; it is a base
rate upon which other rates charged by Silicon are
based, and it is not necessarily the best rate
available at Silicon. The interest rate applicable
to the Obligations shall change on each date there
is a change in the Prime Rate.
LOAN ORIGINATION FEE
(SECTION 1.3): See Amendment to Loan Agreement of even date
herewith.
MATURITY DATE
(SECTION 4.1): February 12, 1998.
CORPORATE SUBSIDIARIES
AND AFFILIATES
(SECTION 2.1): Sonoma Corporation, a Florida corporation, a
wholly-owned subsidiary of Borrower.
PRIOR NAMES OF BORROWER
(SECTION 3.2): None
TRADE NAMES OF BORROWER
(SECTION 3.2): Altair, Arago, Arago Mod, Arcturus, Angletips,
Aurora, Centauri, Orion, LTM, MOD, Pegasus,
Polaris, Premier Laser Systems, Premier MOD,
Proclosure, SAFE, Sirius, and Touch Tips.
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OTHER LOCATIONS AND
ADDRESSES (SECTION 3.3): None
OTHER COVENANTS
(SECTION 3.1): Borrower shall at all times comply with all of the
following additional covenants:
1. BANKING RELATIONSHIP. Borrower shall at all
times maintain its bank accounts and its primary
banking relationship with Silicon.
2. PLEDGE AGREEMENT. Borrower shall
concurrently execute and deliver to Silicon a
Pledge Agreement regarding a $1,000,000 certificate
of deposit, in form and substance satisfactory to
Silicon in its discretion.
3. WARRANTS. Borrower shall continue in full
force and effect the Warrant to Purchase Stock and
related documents delivered to Silicon in
connection with the original Loan Agreement.
4. INDEBTEDNESS. Without limiting any of the
foregoing terms or provisions of this Agreement,
Borrower shall not in the future incur indebtedness
for borrowed money, except for (i) indebtedness to
Silicon, and (ii) indebtedness incurred in the
future for the purchase price of or lease of
equipment in an aggregate amount not exceeding
$250,000 at any time outstanding.
BORROWER: SILICON:
PREMIER LASER SYSTEMS, INC. SILICON VALLEY BANK
By /S/ COLETTE COZEAN By /S/ Robert Anderson
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PRESIDENT OR VICE PRESIDENT TITLE
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By /S/ RONALD E. HIGGINS
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SECRETARY OR ASS'T SECRETARY
/S/ MICHAEL L. HIEBERT
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TREASURER
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