Loan Extension Letter Agreement between Heller Healthcare Finance, Inc. and LaserSight Entities (March 12, 2003)

Summary

This agreement extends the maturity date of two loans—a revolving credit loan and a term loan—between Heller Healthcare Finance, Inc. and several LaserSight companies from March 12, 2003, to April 12, 2003. The borrowers must pay all outstanding amounts by the new due date, and any further extension requires a new written agreement. The borrowers reaffirm their obligations and release the lender from any past claims. An extension fee of $1,000 is required, which may be applied to a future renewal fee if the loans are renewed for another year.

EX-10.40 3 ex10-40hellerext.txt EXHIBIT 10.40 - HELLER LOAN EXTENSION LETTER EXHIBIT 40 GE Healthcare Financial Services, Inc. 2 Wisconsin Circle, 4th Floor Chevy Chase, MD 20815 ###-###-#### March 12, 2003 LASERSIGHT INCORPORATED LASERSIGHT TECHNOLOGIES, INC. LASERSIGHT CENTERS INCORPORATED LASERSIGHT PATENTS, INC. PHOTOMED ACQUISITION, INC. MRF, INC. L.S. EXPORT, LTD. LST LASER, S.A. LASERSIGHT EUROPE GMBH c/o LaserSight Incorporated 3300 University Boulevard, Suite 140 Winter Park, Florida 32792 Attention: Mr. Greg Wilson, CFO Re: Loan and Security Agreement dated as of March 12, 2001 (as amended from time to time, the "Agreement") by and among LASERSIGHT INCORPORATED, a Delaware corporation, LASERSIGHT TECHNOLOGIES, INC., a Delaware corporation, LASERSIGHT CENTERS INCORPORATED, a Delaware corporation, LASERSIGHT PATENTS, INC., a Delaware corporation, PHOTOMED ACQUISITION, INC., a Delaware corporation, MRF, INC., a Missouri corporation, L.S. EXPORT, LTD., a company formed under the laws of the U.S. Virgin Islands, LST LASER, S.A., a company formed under the laws of Costa Rica, and LASERSIGHT EUROPE GMBH, a company formed under the laws of Germany (collectively, "Borrower"), and HELLER HEALTHCARE FINANCE, INC., a Delaware corporation ("Lender"), providing for a revolving credit loan in the maximum aggregate principal amount of $10,000,000 (the "Revolving Credit Loan"); Amended and Restated Secured Term Note dated as of February 15, 2002 (as amended from time to time, the "Term Note") by Borrower in favor of Lender evidencing a term loan in the initial principal sum of $3,000,000 (the "Term Loan", and collectively with the Revolving Credit Loan, the "Loans") Dear Mr. Wilson: Reference is made to the Loan Agreement and the Term Note. All capitalized terms used but not defined in this letter agreement shall have the respective meanings given them in the Loan Agreement. The Loans each mature on March 12, 2003. Borrower has requested that Lender extend the maturity of each Loan to April 12, 2003. Accordingly, upon Lender's receipt of written acceptance of this letter agreement by Borrower, the maturity of each of the Loans shall be deemed extended until April 12, 2003. Such extension is made upon the following terms and conditions: 1. The entire remaining principal balance of each Loan then outstanding, together with all unpaid interest accrued thereon, and all other unpaid fees, costs and charges, shall become immediately due and payable on April 12, 2003, if payment is not made or demanded sooner; provided that advances made under the Revolving Credit Loan during such extension period shall be subject to Lender's sole discretion. 2. Borrower hereby confirms and agrees to the following: (a) Any further extension of either Loan must be made via binding written agreement, and no such agreements exist as of the date of this letter agreement. No past, present or future verbal discussions with regard to a further extension of either of the Loans shall be binding upon Lender. No representations have been made by Lender as to any future extension of either Loan. (b) Borrower has no defenses, counterclaims, setoffs, recoupments or other adverse claims or causes of action of any kind existing with respect to the Loans, the Obligations, the Loan Documents or this letter agreement. (c) The Loan Documents, and all covenants, agreements and conditions set forth therein, are hereby ratified and reaffirmed by Borrower as of the date hereof and shall remain in full force and effect as modified herein. Nothing herein is intended or shall be construed to constitute a novation of the Loan Documents or the lending relationship between Borrower and Lender. (d) Nothing herein is intended or shall be construed to waive (i) any defaults which may now or in the future exist under the Loan Documents or (ii) any rights and remedies of Lender in respect of such defaults, including, but not limited to, the right to accelerate the maturity of either Loan. (e) Borrower hereby fully, finally, and absolutely and forever releases and discharges Lender and its present and former directors, shareholders, officers, employees, agents, representatives, successors and assigns, and their separate and respective heirs, personal representatives, successors and assigns, from any and all actions, causes of action, claims, debts, damages, demands, liabilities, obligations and suits, of whatever kind or nature, in law or equity of Borrower, whether now known or unknown to Borrower, and whether contingent or matured (i) in respect of either Loan, the Loan Agreement, the Term Note or any other Loan Document, or the actions or omissions 2 of Lender in respect of either Loan, the Loan Agreement, the Term Note or the Loan Documents; or (ii) arising from events occurring prior to the date of this letter agreement. 3. This letter agreement shall be governed by and construed in accordance with the laws of the State of Maryland. This letter agreement may be executed in any number of counterparts, including by facsimile signature, each of which shall be deemed an original, but all of which together shall constitute but one instrument. 4. Borrower shall pay Lender an extension fee of one thousand dollars ($1,000.00). This fee shall be non-refundable. If on or prior to April 12, 2003, Lender agrees to renew either Loan for one year from the Closing Date, this extension fee may be applied toward payment of the renewal commitment fee. [SIGNATURES FOLLOW] 3 Please indicate your agreement with the terms and conditions set forth above by signing below where indicated and returning the countersigned letter to me by facsimile (301 ###-###-####). Very truly yours, HELLER HEALTHCARE FINANCE, INC. By: /s/R. Hanes Whiteley Name: R. Hanes Whiteley Title: Vice President THE FOREGOING IS ACKNOWLEDGED AND AGREED TO AS OF THIS 12th DAY OF MARCH, 2003. LASERSIGHT INCORPORATED a Delaware corporation By: /s/ Gregory L. Wilson Name: Gregory L. Wilson Title: Secretary LASERSIGHT TECHNOLOGIES, INC. a Delaware corporation By: /s/ Gregory L. Wilson Name: Gregory L. Wilson Title: Secretary LASERSIGHT CENTERS INCORPORATED a Delaware corporation By: /s/ Gregory L. Wilson Name: Gregory L. Wilson Title: Treasurer LASERSIGHT PATENTS, INC. a Delaware corporation By: /s/ Gregory L. Wilson Name: Gregory L. Wilson Title: Secretary 4 PHOTOMED ACQUISITION, INC. a Delaware corporation By: /s/ Gregory L. Wilson Name: Gregory L. Wilson Title: Secretary MRF, INC. a Missouri corporation By: /s/ Gregory L. Wilson Name: Gregory L. Wilson Title: Secretary L.S. EXPORT, LTD. a company organized under the laws of the U.S. Virgin Islands By: /s/ Gregory L. Wilson Name: Gregory L. Wilson Title: Treasurer LST LASER, S.A. a company organized under the laws of Costa Rica By: /s/ Gregory L. Wilson Name: Gregory L. Wilson Title: Treasurer LASERSIGHT EUROPE GMBH a company organized under the laws of Germany By: /s/ Gregory L. Wilson Name: Gregory L. Wilson Title: Managing Director 5