Exhibit 10.25
SECOND LOAN MODIFICATION AGREEMENT TO EQUIPMENT LOAN AND
SECURITY AGREEMENT DATED JANUARY 31, 2002 AND THIRD LOAN
MODIFICATION AGREEMENT TO REVOLVING LOAN AND SECURITY
AGREEMENT DATED MARCH 19, 2002
This Loan Modification Agreement is entered into as of September 30, 2002,
by and between Stereotaxis, Inc. ("Borrower") whose address is 0000 Xxxxxx Xxxx
Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 and Silicon Valley Bank ("Bank") whose address
is 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000, with a loan production office at
000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000.
1. DESCRIPTION OF EXISTING INDEBTEDNESS; Among other indebtedness which may be
owing by Borrower to Bank, Borrower is indebted to Bank pursuant to, among other
documents, an Equipment Loan and Security Agreement in the principal amount of
$2,000,000, dated as of January 31, 2002, as may be amended from time to time
(the "First Equipment Loan"), a Revolving Loan and Security Agreement in the
principal amount of $2,000,000, dated as of March 19, 2002, as may be amended
from time to time (the "Revolving Loan,"), and an Equipment Loan and Security
Agreement in the principal amount of $1,000,000, dated as of September 30, 2002,
as may be amended from time to time (the "Second Equipment Loan" and together
with the First Equipment Loan and the Revolving Loan, collectively the
"Financing Agreements"). Defined terms used but not otherwise defined herein
shall have the same meanings as in the Financing Agreements.
Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to as
the "Indebtedness."
2. DESCRIPTION OF COLLATERAL. Repayment of the Indebtedness is secured by the
Collateral as described in the Financing Agreements.
Hereinafter, the above-described security documents, together with all other
documents securing repayment of the Indebtedness shall be referred to as the
"Security Documents". Hereinafter, the Security Documents, together with all
other documents evidencing or securing the Indebtedness shall be referred to as
the "Existing Loan Documents".
3. DESCRIPTION OF CHANGE IN TERMS,
A. Modifications to Financing Agreements.
The Financing Agreements are hereby amended to provide for a change in
certain affirmative covenants and to provide that a default under any one
of the Financing Agreements is a default under all of the Financing
Agreements.
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B. Modifications to Financing Agreements.
1. SECTION 6.10 OF THE FIRST EQUIPMENT LOAN FDA APPROVAL, is hereby amended
by deleting the subsection in full and substituting the following:
Revenue Tracking. Beginning January 1, 2003, and for each month
thereafter, Borrower shall maintain monthly revenues within 25% of the
operating budget approved by the Board of Directors of Borrower and
accepted by Bank, which acceptance shall not be unreasonably withheld.
2. SECTION 6.10 OF THE REVOLVING LOAN FDA APPROVAL, is hereby amended by
deleting the subsection in full and substituting the following:
Revenue Tracking. Beginning January 1, 2003, and for each month
thereafter, Borrower shall maintain monthly revenues within 25% of the
operating budget approved by the Board of Directors of Borrower and
accepted by Bank, which acceptance shall not be unreasonably withheld.
3. SECTION 6.11 OF THE FIRST EQUIPMENT LOAN EQUITY FINANCING/IPO, is hereby
amended by deleting the subsection in full and substituting the following:
Equity Financing/IPO. Borrower shall either (a) have received a hard
circled term sheet for new equity financing for the greater of $15 million
or 12 months of RML by December 2, 2002, which equity financing must close
on or before January 2, 2003; or (b) Borrower shall have completed an
initial public offering on or before January 1, 2003.
4. SECTION 6.11 OF THE REVOLVING LOAN EQUITY FINANCING/IPO, is hereby
amended by deleting the subsection in full and substituting the following:
Equity Financing/IPO. Borrower shall either (a) have received a hard
circled term sheet for new equity financing for the greater of $15 million
or 12 months of RML by December 2, 2002, which equity financing must close
on or before January 2, 2003; or (b) Borrower shall have completed an
initial public offering on or before January 1, 2003.
5. SECTION 13 OF THE FIRST EQUIPMENT LOAN DEFINITIONS, is hereby amended by
adding the following to the end of the definition of "OBLIGATIONS":
and explicitly including any and all amounts owing, of any kind or
nature whatsoever, under any of the Financing Agreements.
6. SECTION 13 OF THE REVOLVING Loan DEFINITIONS, is hereby amended by
adding the following to the end of the definitions of "OBLIGATIONS":
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and explicitly including any and all amounts owing, of any kind
or nature whatsoever, under any of the financing Agreements.
4. WAIVER OF DEFAULTS. The Bank hereby waives and releases the Borrower from any
and all defaults under the Financing Agreements existing prior to the date
hereof.
5. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.
6. PAYMENT OF EXPENSES. Borrower shall pay to Bank all fees and expenses
incurred in negotiating and drafting this Loan Modification Agreement.
7. NO DEFENSES OF BORROWER. Borrower agrees that it has no defenses against the
obligations to pay any amounts under the Indebtedness.
8. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the
existing Indebtedness, Bank is relying upon Borrower's representations,
warranties, and agreements, as set forth in the Existing Loan Documents. Except
as expressly modified pursuant to this Loan Modification Agreement, the terms of
the Existing Loan Documents remain unchanged and in full force and effect.
Bank's agreement to modifications to the existing Indebtedness pursuant to
this Loan Modification Agreement in no way shall obligate Bank to make any
future modifications to the Indebtedness. Nothing in this Loan Modification
Agreement shall constitute a satisfaction of the Indebtedness. It is the
intention of Bank and Borrower to retain as liable parties all makers and
endorsers of Existing Loan Documents, unless the party is expressly released by
Bank in writing. The terms of this paragraph apply not only to this Loan
Modification Agreement, but also to all subsequent loan modification agreements.
9. CONDITIONS. The effectiveness of this Loan Modification Agreement is
conditioned upon (i) execution by Borrower of this Loan Modification Agreement;
and (ii) payment by Borrower of all fees and expenses required under this
Agreement.
[Signature Pages To Follow]
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This Loan Modification Agreement is executed as of the date first
written above.
BORROWER: BANK:
STEREOTAXIS, INC. SILICON VALLEY BANK
By: /s/ Xxxxxx Xxxxx By: /s/ Xxx Xxxxxxx
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Name: Xxxxxx Xxxxx Name: Xxx Xxxxxxx
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Title: Chief Financial Officer Title: Vice President
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