EXHIBIT
10.1


 


Silicon
Valley Bank


 


Limited
Waiver and

Amendment to Loan Documents


 


	
  Borrower:

  	
   

  	
  Endocardial Solutions, Inc.

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  September 22, 2004

  



 


THIS
LIMITED WAIVER AND 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 September 24, 2003
(as otherwise amended, if at all, the “Loan Agreement”) and the Streamline
Facility Agreement between them dated September 24, 2003 (the “Streamline
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.             Waiver of Default.
Borrower has advised Silicon that Borrower has failed to comply with Section
5.5(iv) of the Loan and Security Agreement regarding the Negative Covenant
prohibiting the transfer of any Collateral (except as otherwise provided for in
Section 5.5(iv)) (the “Covenant Default”). Silicon and Borrower agree that the
Borrower’s Covenant Default (as defined above) is hereby waived. It is
understood by the parties hereto, however, that such waiver does not constitute
a waiver of any other provision or term of the Loan Agreement or any related
document, nor an agreement to waive in the future this covenant or any other
provision or term of the Loan Agreement or any related document.


 


2.             Modified Definition of Draw Period
#4. The definition of “Draw Period #4” set forth in that
portion of Section 1 of the Schedule to Loan and Security Agreement entitled
“3. 2003 Term Loans” is hereby amended to mean the period from June 1,
2004 through December 23, 2004.


 


3.             Modified Maturity Date.
The sentence in Section 4 of the Schedule to Loan and Security Agreement that
currently reads as follows:


 


The first anniversary
date of this Agreement.


 


is hereby amended to read as follows:


 


December 23, 2004.


 


The agreement by Silicon to the extension provided
above shall not imply an agreement on the part of Silicon to grant further
extensions in the future, and the same shall be a matter of Silicon’s sole
discretion.


 

















 


4.             Expiration of the Loan and Security
Agreement (Exim Program). Borrower acknowledges and
understands that the Loan and Security Agreement (Exim Program) dated September
24, 2003 and executed by and between Borrower and Silicon will mature on
September 24, 2004 and all Obligations (as defined therein) must be satisfied
in accordance with the terms thereof


 


5.             Fee. In
consideration for Silicon entering into this Amendment, Borrower shall
concurrently pay Silicon a fee in the amount of $6,250, which 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


 


6.             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.


 


7.             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:

  
	
   

  	
   

  
	
  ENDOCARDIAL SOLUTIONS, INC.

  	
  SILICON VALLEY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ J. Robert
  Paulson

  	
   

  	
  By

  	
  /s/ Derek
  Steward

  	
   

  
	
   

  	
  President or
  Vice President

  	
  Title

  	
  Senior Credit
  Officer

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ J. Robert
  Paulson

  	
   

  	
   

  
	
   

  	
  Secretary or
  Ass’t Secretary

  	
   

  
									



 


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