Exhibit 10.1
SECOND LOAN MODIFICATION AGREEMENT
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THIS SECOND LOAN MODIFICATION AGREEMENT (this "Agreement") is entered into
as of March 31, 2004 (the "Effective Date"), by and between LIFECELL
CORPORATION, a Delaware corporation ("Borrower") whose address is ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, and SILICON VALLEY BANK ("Lender") whose
address is ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
1. DESCRIPTION OF EXISTING OBLIGATIONS: Among other indebtedness which may be
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owing by Borrower to Lender, Borrower is indebted to Lender pursuant to, among
other documents, a Loan and Security Agreement, dated January 15, 2003, (as may
be amended from time to time, the "Loan Agreement"). The Loan Agreement
provides for, among other things, a Committed Revolving Line in the original
maximum principal amount of Two Million Dollars ($2,000,000) (the "Revolving
Facility") and a Committed Equipment Line in the original principal amount of
Two Million Dollars ($2,000,000) (the "Equipment Facility"). Hereinafter, all
indebtedness owing by Borrower to Lender shall be referred to as the
"Obligations."
2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by the
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Collateral as described in the Loan Agreement. Hereinafter, the above-described
security documents, together with all other documents securing repayment of the
Obligations shall be referred to as 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. Borrower has requested that Lender
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increase the maximum principal amount of the Revolving Facility from Two Million
Dollars ($2,000,000) to Four Million Dollars ($4,000,000) and amend the Existing
Loan Documents and the Lender has agreed pursuant to the terms of this
Agreement.
A. Quarterly EBITDA. From and after the Effective Date, Section
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6.7(b)(i) (Financial Covenants) of the Loan Agreement is hereby amended and
restated in its entirety as follows:
(b) QUARTERLY EBITDA. Borrower will maintain:
(i) EBITDA. EBITDA of not less than the following amounts for
the quarterly period ending as of the dates below:
DATE AMOUNT
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March 31, 2004 $1,042,000;
June 30, 2004 $1,215,000;
September 30, 2004 $1,602,000; and
December 31, 2004 $1,694,000.
B. Defined Terms. From and after the date hereof, the definitions of
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"Committed Revolving Line", "Revolving Maturity Date" and "Revolving
Promissory Note" are amended and restated in their entirety as follows:
"COMMITTED REVOLVING LINE" is Advances of up to Four Million
Dollars ($4,000,000).
"REVOLVING MATURITY DATE" means March 30, 2005.
"REVOLVING PROMISSORY NOTE" means that certain Amended and
Restated Revolving Promissory Note dated March 31, 2004 in the maximum
principal amount of Four Million Dollars ($4,000,000) from Borrower in
favor of Bank, together with all renewals, amendments, modifications
and substitutions, therefor.
C. Borrowing Base Certificate. From and after the Effective Date,
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Exhibit C (Borrowing Base Certificate) of the Loan Agreement is replaced in
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its entirety with Exhibit C attached hereto and made a part hereof.
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D. Compliance Certificate. From and after the Effective Date, Exhibit D
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(Compliance Certificate) of the Loan Agreement is replaced in its entirety
with Exhibit D attached hereto and made a part hereof.
4. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended
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wherever necessary to reflect the changes described above.
5. NO DEFENSES OF BORROWER. Borrower agrees that it has no defenses against
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the obligations to pay any amounts under the Obligations.
6. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the
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existing Obligations, Lender is relying upon Borrower's representations,
warranties, and agreements, as set forth in the Existing Loan Documents. Except
as expressly modified pursuant to this Agreement, the terms of the Existing Loan
Documents remain unchanged and in full force and effect. Lender's agreement to
modifications to the existing Obligations pursuant to this Agreement in no way
shall obligate Lender to make any future modifications to the Obligations.
Nothing in this Agreement shall constitute a satisfaction of the Obligations.
It is the intention of Lender and Borrower to retain as liable parties all
makers and endorsers of Existing Loan Documents, unless the party is expressly
released by Lender in writing. No maker, endorser, or guarantor will be
released by virtue of this Agreement. The terms of this paragraph apply not
only to this Agreement, but also to all subsequent loan modification agreements.
[SIGNATURES BEGIN ON NEXT PAGE]
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This Agreement is executed as of the date first written above.
BORROWER: LENDER:
LIFECELL CORPORATION SILICON VALLEY BANK
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: V.P. Finance Title: Vice President
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EXHIBIT C
BORROWING BASE CERTIFICATE
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Borrower: LifeCell Corporation Bank: Silicon Valley Bank
One Millennium Way ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Commitment Amount: $4,000,000
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ACCOUNTS RECEIVABLE
1. Accounts Receivable Book Value as of____ $_________
2. Additions (please explain on reverse) $_________
3. TOTAL ACCOUNTS RECEIVABLE $_________
ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
4. Amounts over 90 days due $_________
5. Balance of 50% over 90 day accounts $_________
6. Credit balances over 90 days $_________
7. Concentration Limits (25%) $_________
8. Foreign Accounts $_________
9. Governmental Accounts $_________
10. Contra Accounts $_________
11. Promotion or Demo Accounts $_________
12. Intercompany/Employee Accounts $_________
13. Other (please explain on reverse) $_________
14. TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS $_________
15. Eligible Accounts (#3 minus #14) $_________
16. LOAN VALUE OF ACCOUNTS (80% of #15) $_________
BALANCES
17. Maximum Loan Amount $4,000,000
18. Total Funds Available [Lesser of #17 or #16] $_________
19. Present balance owing on Line of Credit $_________
20. RESERVE POSITION (#18 minus #19) $_________
The undersigned represents and warrants that this is true, complete and correct,
and that the information in this Borrowing Base Certificate complies with the
representations and warranties in the Loan and Security Agreement between the
undersigned and Silicon Valley Bank.
COMMENTS:
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COMMENTS: | BANK USE ONLY |
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|Rec'd by: |
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| Auth. Signer |
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By: |Date: |
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Authorized Signature | |
|Verified: |
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| Auth. ▇▇▇▇▇▇ |
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|Date: |
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EXHIBIT D
COMPLIANCE CERTIFICATE
TO: SILICON VALLEY BANK
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
FROM: LifeCell Corporation
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▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
The undersigned authorized officer of LifeCell Corporation ("Borrower")
certifies that under the terms and conditions of the Loan and Security Agreement
between Borrower and Bank (the "Agreement"), (i) Borrower is in complete
compliance for the period ending _______________ with all required covenants
except as noted below and (ii) all representations and warranties in the
Agreement are true and correct in all material respects on this date. Attached
are the required documents supporting the certification. The Officer certifies
that these are prepared in accordance with Generally Accepted Accounting
Principles (GAAP) consistently applied from one period to the next except as
explained in an accompanying letter or footnotes. The Officer acknowledges that
no borrowings may be requested at any time or date of determination that
Borrower is not in compliance with any of the terms of the Agreement, and that
compliance is determined not just at the date this certificate is delivered.
PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN.
REPORTING COVENANT REQUIRED COMPLIES
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Monthly financial statements + CC Monthly within 30 days Yes No
Annual (Audited) FYE within 120 days Yes No
A/R Agings When borrowing, monthly within
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30 days Yes No
A/R Audit Initial and Annual Yes No
Borrowing Base Certificate When borrowing, monthly within
30 days Yes No
FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES
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Maintain on a Monthly Basis:
Minimum Quick Ratio 1.25:1.00 _____:1.00 Yes No
Maintain on a Quarterly Basis:
Minimum Quarterly EBITDA:
March 31, 2004 $1,042,000 $__________ Yes No
June 30, 2004 $1,215,000 $__________ Yes No
September 30, 2004 $1,602,000 $__________ Yes No
December 31, 2004 $1,694,000 $__________ Yes No
Quarterly EBITDA Covenant for fiscal year 2004 and beyond to be set by Bank
upon receipt and satisfactory review of Borrower's board approved quarterly
EBITDA profit projections.
Have there been updates to Borrower's intellectual property, if appropriate?
Yes / No
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COMMENTS REGARDING EXCEPTIONS: See Attached. | BANK USE ONLY |
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|Received by: |
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Sincerely, | authorized signer |
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|Date: |
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|Verified: |
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------------------------------------ | authorized signer |
Signature | |
|Date: |
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Title |Compliance Status: Yes No|
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Date
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