exv10w20



 







EXHIBIT 10.20




AMENDMENT NO. 1 TO

BRIDGE LOAN AGREEMENT




     This Amendment No. 1 (“Amendment No. 1”) to that certain Bridge Loan Agreement dated June 16,
2003 (the “Agreement”) by and among Restore Medical, Inc., a Minnesota corporation (the “Company”),
and the investors listed on Schedule A thereto (the “Purchasers”) is made and entered into this
9th day of December, 2003 by and among the Company and the Purchasers. Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to them in the
Agreement.



     WHEREAS, pursuant to Section 10.7 of the Agreement, the parties reserved the right to amend
the Agreement.



     WHEREAS, the parties desire to amend the Agreement, and, in accordance with Section 10.7 of
the Agreement, this Amendment No. 1 has been authorized and approved by the Company and Purchasers
holding at least a majority of the principle amount of the Notes issued pursuant to the Agreement.



     NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the Company and the
undersigned Purchasers agree to and hereby amend and modify the following sections, paragraphs, and
terms of the Agreement in the following respects:



     1. Section 1 of the Agreement is deleted in its entirety, and the following is substituted in
its place:




     “1. Authorization of the Notes and Warrants. The Company has
authorized the issuance and sale of subordinated convertible notes up to an
aggregate principal amount of $5,374,462.49, bearing interest at a rate of 12% per
annum, substantially in the form attached hereto as Exhibit A (collectively, the
“Notes”), and warrants to purchase up to an aggregate of 671,914 shares of the
Company’s Common Stock, substantially in the form attached hereto as Exhibit B
(collectively, the “Warrants”).”



     2. Clause (b) of Section 2 of the Agreement is deleted in its entirety, and the following is
substituted in its place:




     “(b) in exchange for the Purchase Price of Warrant, a Warrant to purchase the
number of shares of Common Stock set forth opposite the name of each such Purchaser
at an exercise price of $0.01 per share.”



     3. The last sentence set forth in Section 7.1 of the Agreement is deleted in its
entirety, and the following is substituted in its place:



 









 






     “The number of shares of equity securities to which the Purchasers shall be
entitled upon such conversion shall equal the principal amount owing under the Notes
(together with any interest thereon, if the Purchasers elect to convert such
interest), divided by the Sales Price.”



     4. The last sentence set forth in Section 7.3 of the Agreement is deleted in its
entirety and the following is substituted in its place:




“If the conversion of the Notes results in any fraction of a share, the Company
shall make payment in cash for such fractional interest, calculated on the basis of
the Sales Price per full share, or as may be adjusted pursuant to the terms hereof.”



     5. Schedule A to the Agreement is deleted in its entirety and replaced with the
amended version of Schedule A attached to this Amendment No. 1.



     6. Entire Agreement. The Agreement, as amended by this Amendment No. 1 (as so
amended, the “Amended Agreement”), contains the entire understanding between the parties hereto
with respect to the subject matter hereof and shall supersede and terminate any prior
understandings, agreements, obligations or representations, written or oral, relating to the
subject matter hereof, including, but not limited to the Agreement as originally executed. The
parties agree that the Amended Agreement is the result of negotiations between the parties and that
the language of the Amended Agreement shall not be construed for or against any particular party.



     7. Counterparts. This Amendment No. 1 may be executed in any number of counterparts,
all of which shall constitute a single agreement. Signatures delivered by facsimile transmission
shall be deemed original signatures for all purposes.



[The remainder of this page intentionally is left blank; signature page follows]




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          IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to the Agreement to be duly
executed and delivered by their proper and duly authorized representatives as of the day and year
first above written.




	 	 	 	 	 
	 	 	RESTORE MEDICAL, INC.
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By
	 	/s/ Susan L. Critzer
	 

	 	 	 	 
	 

	 	 	 	Name: Susan L. Critzer
	 

	 	 	 	Title: President and Chief Executive Officer






Signature Page to Amendment No. 1 to

Bridge Loan Agreement





 









 







     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and
delivered by their proper and duly authorized representatives as of the day and year first above
written.



	 	 	 	 	 
	 	MPM BIOVENTURES II, L.P.





By: MPM Asset Management II, L.P., its General Partner

By: MPM Asset Management II, LLC, its General Partner

 	 
	 	By:  	/s/ Luke Evnin
 	 
	 	 	Name:  	Luke Evnin 	 
	 	 	Title:  	Manager 	 
	 
	 	MPM BIOVENTURES II-QP, L.P.





By: MPM Asset Management II, L.P., its General Partner

By: MPM Asset Management II, LLC, its General Partner

 	 
	 	By:  	Luke Evnin
 	 
	 	 	Name:  	Luke Evnin 	 
	 	 	Title:  	Manager 	 
	 
	 	MPM BIOVENTURES GMBH & CO.

PARALLEL-BETEILIGUNGS KG





By: MPM Asset Management II, L.P., in its capacity as         Special Limited Partner

By: MPM Asset Management II, LLC, its General Partner

 	 
	 	By:  	Luke Evnin
 	 
	 	 	Name:  	Luke Evnin 	 
	 	 	Title:  	Manager 	 
	 
	 	MPM ASSET MANAGEMENT INVESTORS 2000B LLC

 	 
	 	By:  	Luke Evnin
 	 
	 	 	Name:  	Luke Evnin 	 
	 	 	Title:  	Manager 	 
	 



Signature Page to Amendment No. 1 to

Bridge Loan Agreement




 









 






     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and delivered by their proper and duly authorized representatives as of the day and year first
above written.



	 	 	 	 	 
	 	CHARTER VENTURES II, L.P.

 	 
	 	By:  	/s/ A. Barr Dolan
 	 
	 	 	Name:  	A. Barr Dolan 	 
	 	 	Its: 	 
	 
	 	EVENTYR INVESTMENTS, L.P.

 	 
	 	By:  	/s/ Roz H. Hatler
 	 
	 	 	Name:  	Roz H. Hatler 	 
	 	 	Its:  	General Partner 
	 
	 	 	 
	 	     /s/ Mark B. Knudson
 	 
	 	Mark B. Knudson, Ph.D. 	 
	 	 	 
	 
	 	 	 
	 	     /s/ Timothy I. Maudlin
 	 
	 	Timothy I. Maudlin 	 
	 	 	 
	 
	 	 	 
	 	     /s/ Robert S. Nickoloff
 	 
	 	Robert S. Nickoloff 	 
	 	 	 
	 



Signature Page to Amendment No. 1 to

Bridge Loan Agreement