exv10w11l



 






Exhibit 10.11L




Silicon Valley Bank




Amendment to Loan Documents




	 	 	 	 	 	 	 
	Borrower:

	 	Laserscope	 	 	 	 
	Address:

	 	3070 Orchard Drive	 	 	 	 
	

	 	San Jose, California 95134
	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	September 24, 2004	 	 	 	 







     THIS AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley
Bank (“Silicon”) and the borrower named above (“Borrower”).



     The Parties agree to amend the Loan and Security Agreement between them,
dated October 1, 1999 (as otherwise amended, the “Loan Agreement”), as follows,
effective as of the date hereof. (Capitalized terms used but not defined in
this Amendment shall have the meanings set forth in the Loan Agreement.)



     1. Audits. In addition to all rights of Silicon under Section 5.4 of the
Loan Agreement, an audit shall be conducted in accordance with Section 5.4
prior to (i) the funding of any Loan request requesting a Loan in excess of
$1,000,000 and (ii) when the Streamline Facility Agreement dated September 25,
2003 between Borrower and Silicon (the “Streamline Agreement”) ceases to be in
effect.



     2. Modified Credit Limit (Modified Inventory Loans and Addition of Cash
Management Sublimit). The Credit Limit set forth in Section 1 of the Schedule
to Loan and Security Agreement is hereby amended to read as follows:




	 	1.	CREDIT LIMIT






	 	(Section 1.1):	 	An amount not to exceed the lesser of a total
of: (i) $5,000,000 at any one time outstanding (the
“Maximum Credit Limit”), or (ii) the sum of (a), (b)
and (c) below:






	 	 	 	(a) Receivable Loans. Loans (the
“Receivable Loans”) in an amount up to 80%
(an “Advance Rate”) of the amount of
Borrower’s Eligible Receivables (as
defined in Section 8 above), plus
	 
	 	 	 	(b) Inventory Loans. Loans (the “Inventory
Loans”) in an amount up to the lesser of:






	 	(1)	 	25% (and “Advance Rate”) of the
value of Borrower’s Eligible
Inventory (as defined in Section 8
above), calculated at the lower of
cost or market value and determined
on a first-in, first-out basis, or
	 
	 	(2)	 	an amount equal to 25% (an “Advance
Rate”) of the Borrower’s Eligible
Receivables (as defined in Section
8 above); or




 









 






	 	(3)	 	$500,000;






	 	 	 	plus
	 
	 	 	 	(c) Loans in the aggregate not to exceed
$2,000,000 provided that Loans under this
subclause (ii)(c) shall only be available
to Borrower as long as Borrower maintains
at least $3,000,000 in unrestricted cash
(excluding any Loans made under this
Agreement) in accounts maintained at
Silicon.
	 
	 	 	 	Silicon may, from time to time, modify the
Advance Rates, in its good faith business
judgment, upon notice to the Borrower,
based on changes in collection experience
with respect to Receivables, its
evaluation of the Inventory or other
issues or factors relating to the
Receivables, Inventory or other
Collateral.
	 
	 	 	 	Without limiting the definition of
“Eligible Receivables”, receivables owing
to Borrower’s subsidiaries shall not
constitute Eligible Receivables.






	 	Letter of Credit
Sublimit	 
	 	(Section 1.5):	 	$2,000,000.
	 
	 	Cash Management

Services and Reserves: 	 	
Borrower may use up to $2,000,000 of Loans
available hereunder for Silicon’s Cash Management
Services, including, merchant services, business
credit card, and other services identified in the cash
management services agreement related to such service
(the “Cash Management Services”). Silicon may, in its
sole discretion, reserve against Loans which would
otherwise be available hereunder such sums as Silicon
shall determine in its good faith business judgment in
connection with the Cash Management Services, and
Silicon may charge to Borrower’s Loan account, any
amounts that may become due or owing to Silicon in
connection with the Cash Management Services.
Borrower agrees to execute and deliver to Silicon all
standard form applications and agreements of Silicon
in connection with the Cash Management Services, and,
without limiting any of the terms of such applications
and agreements, Borrower will pay all standard fees
and charges of Silicon in connection with the Cash
Management Services. The Cash Management Services
shall terminate on the Maturity Date.





     3. Modified Maturity Date. Section 4 of the Schedule to Loan and Security
Agreement is hereby amended in its entirety to read as follows:




	 	4.	MATURITY DATE
	 	 	(Section 6.1):	September 28, 2006.




 









 








     4. Modified Tangible Net Worth Covenant. Section 5 of the Schedule to Loan
and Security Agreement is hereby amended in its entirety to read as follows:



	 	 	 
	5. FINANCIAL

   COVENANTS
	 	 
	   (Section 5.1):

	 	Borrower shall comply with each of the
following covenant(s). Compliance shall be
determined as of the end of each month:
	 
	 	 
	   Minimum
Tangible
	 	 
	   Net Worth:

	 	As of the end of each month,
Borrower shall maintain a Tangible Net Worth of not
less than $23,000,000, plus (i) 50% of all
consideration received after the date hereof for
equity securities and subordinated debt of the
Borrower, plus (ii) 50% of the Borrower’s net income
in each fiscal quarter ending after the date hereof.
Notwithstanding the foregoing, Borrower shall
comply with the Minimum Tangible Net Worth Financial
Covenant as of the end of each fiscal quarter if the
outstanding balance of Loans (excluding Letters of
Credit) was zero throughout such fiscal quarter and
provided no Default or Event of Default has
occurred.
	 
	 	 
	

	 	Increases in the Minimum Tangible Net
Worth Covenant based on consideration
received for equity securities and
subordinated debt of the Borrower shall
be effective as of the end of the month
in which such consideration is received,
and shall continue effective thereafter.
Increases in the Minimum Tangible Net
Worth Covenant based on net income shall
be effective on the last day of the
fiscal quarter in which said net income
is realized, and shall continue
effective thereafter. In no event shall
the Minimum Tangible Net Worth Covenant
be decreased.
	 
	 	 
	   Definitions.

	 	For purposes of the foregoing financial
covenants, the following term shall have the
following meaning:
	 
	 	 
	

	 	“Tangible Net Worth” shall mean the
excess of total assets over total
liabilities, determined in accordance
with generally accepted accounting
principles, with the following
adjustments:








	 	(A)	 	
there shall be excluded from
assets: (i) notes, accounts
receivable and other obligations
owing to the Borrower from its
officers or other Affiliates,
and (ii) all assets which would
be classified as intangible
assets under generally accepted
accounting principles, including
without limitation goodwill,
licenses, patents, trademarks,
trade names, copyrights,
capitalized software and
organizational costs, licenses
and franchises.
	 
	 	(B)	 	there shall be excluded from
liabilities: all indebtedness
which is subordinated to the
Obligations under a subordination
agreement in form specified by
Silicon or by language in the
instrument evidencing the
indebtedness which is acceptable
to Silicon in its discretion.





     5. Modified Streamline Facility Agreement. Paragraph 1 of the Streamline
Agreement is hereby amended to read as follows:



 









 






1. Monthly Borrowing Base. Within 15 days after the end of
each month, Borrower shall deliver to Silicon a Borrowing Base
Certificate signed by the Chief Executive Officer, President,
Chief Financial Officer or Controller of Borrower on Silicon’s
standard form, together with aged listings of accounts
receivable and accounts payable, inventory reports and
transaction reports (not including sales and collection
journals). Borrower shall comply with all other monthly,
quarterly and annual reporting requirements as set forth in
the Loan Agreement. Notwithstanding the foregoing, Borrower
shall deliver such Borrowing Base Certificate, the aged
listing of accounts receivable and accounts payable, inventory
reports and transaction reports (not including sales and
collection journals), financial statements and compliance
certificate within 15 days after the end of each fiscal
quarter if, throughout such fiscal quarter, the outstanding
balance of Loans (excluding Letters of Credit) was zero
throughout such fiscal quarter and provided no Default or
Event of Default has occurred.



     6. Fee. In consideration for Silicon entering into this Amendment,
Borrower shall pay Silicon a fee in the amount of $15,000 (the “Fee”) as
follows: (i) $7,500, payable concurrently herewith and (ii) $7,500 payable on
September 24, 2005, which Fee is deemed fully earned as of the date thereto,
shall be non-refundable and in addition to all interest and other fees payable
to Silicon under the Loan Documents. Silicon is authorized to charge said Fee
to Borrower’s loan account.



     7. 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.



     8. General Provisions. This Amendment, the Loan Agreement, any prior
written amendments to the Loan Agreement signed by Silicon and Borrower, and
the other written documents and agreements between Silicon and 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 Borrower shall continue in full force and effect and the
same are hereby ratified and confirmed.



	 	 	 	 	 	 	 
	Borrower:
	 	Silicon:
	 
	 	 	 	 	 	 
	LASERSCOPE
	 	SILICON VALLEY BANK
	 
	 	 	 	 	 	 
	By

	

	 	BY
	

	 	 	President or Vice President
	 	Title
	

	 
	 	 	 	 	 	 
	By

	
	 	 	 	 
	 	 	Secretary or Ass’t Secretary	 	 	 	 







 









 






CONSENT




     The undersigned acknowledges that its consent to the foregoing Agreement
is not required, but the undersigned nevertheless does hereby consent to the
foregoing Agreement and to the documents and agreements referred to therein and
to all future modifications and amendments thereto, and any termination
thereof, and to any and all other present and future documents and agreements
between or among the foregoing parties. Nothing herein shall in any way limit
any of the terms or provisions of the Guarantee of the undersigned, all of
which are hereby ratified and affirmed.



	 	 	 	 	 
	

	 	LASERSCOPE (UK) LIMITED
	 
	 	 	 	 
	

	 	By 
	

	 
	 	 	 	 
	

	 	Title