Exhibit 10.3
October 22, 2002
Xx. Xxxx Xxxxxxx
Executive Vice President and Chief Financial Officer
Coherent, Inc.
0000 Xxxxxxx Xxxxx Xxxxx
Post Office Xxx 00000
Xxxxx Xxxxx, XX 00000
Dear Leen:
This letter will confirm our mutual agreement to modify the terms of the
Promissory Note, dated as of April 30, 2001, from ESC Medical Systems Ltd.,
n/k/a "Lumenis Ltd." ("Payor") and Coherent, Inc. ("Payee"), in the principal
amount of $12,904,000 (the "Note"). Capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the
Note.
Payor and Payee hereby agree that (i) the Principal Amount shall be due as
follows: (A) three (3) equal monthly installments, each in the amount of One
Million Seventy-Five Thousand Dollars ($1,075,000), on October 31, 2002,
November 30, 2002 and December 31, 2002, respectively, and (B) thereafter, seven
(7) equal monthly installments, each in the amount of One Million Three Hundred
Eighty-Two Thousand Seven Hundred Fourteen Dollars and Thirty Cents
($1,382,714.30), with the first such payment due on January 31, 2003; and (ii)
interest on the unpaid Principal Amount shall accrue at the rate of nine percent
(9%) per annum and shall be payable monthly, commencing on October 31, 2002.
Notwithstanding the foregoing, the final three (3) monthly payments of the
Principal Amount, or the remaining outstanding balance thereof, whichever is
less, shall be made not later than two (2) business days after Payor receives
net proceeds of not less than Twenty Million Dollars ($20,000,000), in the
aggregate, from an accounts receivable financing or other new financing.
Except as expressly provided herein, the Note shall continue in full force
and effect, and the terms therein shall continue to govern the respective rights
and obligations of Payor and Payee.
Please indicate your acceptance of the terms of this letter agreement by
signing where indicated below and returning one copy to me at the address above.
Very truly yours,
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Acknowledged and Agreed to by:
COHERENT, INC.
/s/ Xxxxxx Xxxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Chief Executive Officer
Date: October 23, 2002
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