Exhibit 10.2
Export-Import Bank SECOND LOAN MODIFICATION AGREEMENT
This Export-Import Bank Second Loan Modification Agreement (this
"EXIM Loan Modification Agreement") is entered into as of the Second Loan
Modification Effective Date (EXIM), by and between SILICON VALLEY BANK, a
California corporation, with its principal place of business at 3003 Tasman
Drive, Santa Clara, California 95054 and with a loan production office located
at 380 Interlocken Crescent, Suite 600, Broomfield, Colorado 80021("Bank"),
STEREOTAXIS, INC., a Delaware corporation ("Stereotaxis"), and STEREOTAXIS
INTERNATIONAL, INC., a Delaware limited liability company, each with offices
located at 4320 Forest Park Avenue, Suite 100, St. Louis, Missouri 63108
("International", and together with Stereotaxis, individually and collectively,
jointly and severally, "Borrower").
1.
DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS.
AMONG OTHER INDEBTEDNESS AND OBLIGATIONS WHICH MAY BE OWING BY BORROWER TO BANK,
BORROWER IS INDEBTED TO BANK PURSUANT TO A LOAN ARRANGEMENT DATED AS OF MARCH
11, 2009, EVIDENCED BY, AMONG OTHER DOCUMENTS, A CERTAIN EXPORT-IMPORT BANK LOAN
AND SECURITY AGREEMENT DATED AS OF MARCH 11, 2009, AS AMENDED BY A CERTAIN
EXPORT-IMPORT BANK FIRST LOAN MODIFICATION AGREEMENT, DATED AS OF DECEMBER 15,
2009 (AS MAY BE AMENDED FROM TIME TO TIME, THE "LOAN AGREEMENT") AND A CERTAIN
LOAN AND SECURITY AGREEMENT (DOMESTIC), DATED AS OF MARCH 11, 2009, AS AMENDED
BY A CERTAIN FIRST LOAN MODIFICATION AGREEMENT (DOMESTIC), DATED AS OF DECEMBER
15, 2009, AND AS FURTHER AMENDED BY A CERTAIN SECOND LOAN MODIFICATION AGREEMENT
(DOMESTIC), DATED AS OF THE DATE HEREOF (AS MAY BE AMENDED FROM TIME TO TIME,
THE "DOMESTIC AGREEMENT"), IN EACH CASE BETWEEN BORROWER AND BANK.
CAPITALIZED
TERMS USED BUT NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE SAME MEANING AS IN
THE LOAN AGREEMENT AND/OR THE DOMESTIC AGREEMENT, AS APPLICABLE.
2.
DESCRIPTION OF COLLATERAL.
REPAYMENT OF THE OBLIGATIONS
IS SECURED BY THE COLLATERAL AS DESCRIBED IN THE DOMESTIC AGREEMENT AND THE LOAN
AGREEMENT (TOGETHER WITH ANY OTHER COLLATERAL SECURITY GRANTED TO BANK, THE
"SECURITY DOCUMENTS").
Hereinafter, the Security Documents, together with all other documents
evidencing or securing the Obligations shall be referred to as the "Existing
Loan Documents".
3.
DESCRIPTION OF CHANGE IN TERMS.
A.
MODIFICATIONS TO LOAN AGREEMENT.
1
THE LOAN AGREEMENT SHALL BE AMENDED BY DELETING THE
FOLLOWING DEFINITIONS APPEARING IN SECTION 13.1THEREOF:
"REVOLVING LINE MATURITY DATE" IS MARCH 31, 2011."
and inserting in lieu thereof the following:
"REVOLVING LINE MATURITY DATE" IS MARCH 31, 2012."
2
THE LOAN AGREEMENT SHALL BE AMENDED BY INSERTING THE
FOLLOWING DEFINITION IN SECTION 13.1THEREOF, IN ITS APPLICABLE ALPHABETICAL
ORDER:
""Second Loan Modification Effective Date (EXIM)" is the date indicated on the
signature page to the EXIM Loan Modification Agreement."
4.
FEES.
BORROWER SHALL REIMBURSE BANK FOR ALL LEGAL FEES
AND EXPENSES INCURRED IN CONNECTION WITH THIS AMENDMENT TO THE EXISTING LOAN
DOCUMENTS.
5.
ADDITIONAL COVENANTS.
BORROWER IS NOT A PARTY TO, NOR IS
BOUND BY, ANY LICENSE OR OTHER AGREEMENT WITH RESPECT TO WHICH BORROWER IS THE
LICENSEE (A) THAT PROHIBITS OR OTHERWISE RESTRICTS BORROWER FROM GRANTING A
SECURITY INTEREST IN BORROWER'S INTEREST IN SUCH