Second Loan Modification Agreement between LifeCell Corporation and Silicon Valley Bank (March 31, 2004)

Summary

LifeCell Corporation and Silicon Valley Bank have agreed to modify their existing loan agreement. The changes include increasing the maximum amount available under the revolving credit line from $2 million to $4 million, updating certain financial covenants, and replacing specific exhibits related to borrowing and compliance certificates. LifeCell must meet new quarterly EBITDA targets and comply with updated reporting requirements. All other terms of the original loan documents remain in effect, and the agreement does not release any parties from their obligations.

EX-10.1 2 doc2.txt Exhibit 10.1 SECOND LOAN MODIFICATION AGREEMENT ---------------------------------- 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 One Millennium Way, Branchburg, New Jersey 08876, and SILICON VALLEY BANK ("Lender") whose address is 3003 Tasman Drive, Santa Clara, CA 95054. 1. DESCRIPTION OF EXISTING OBLIGATIONS: Among other indebtedness which may be ----------------------------------- 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 -------------------------- 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 ---------------------------------- 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 ----------------- 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 ---- ------ 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 -------------- "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, ---------------------------- Exhibit C (Borrowing Base Certificate) of the Loan Agreement is replaced in --------- its entirety with Exhibit C attached hereto and made a part hereof. ---------- 13 D. Compliance Certificate. From and after the Effective Date, Exhibit D ----------------------- --------- (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 ------------------- wherever necessary to reflect the changes described above. 5. NO DEFENSES OF BORROWER. Borrower agrees that it has no defenses against ------------------------- the obligations to pay any amounts under the Obligations. 6. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the ------------------- 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] 14 This Agreement is executed as of the date first written above. BORROWER: LENDER: LIFECELL CORPORATION SILICON VALLEY BANK By: /s/ Steven Sobieski By: /s/ Naomi Herman Name: Steven Sobieski Name: Naomi Herman Title: V.P. Finance Title: Vice President 15 EXHIBIT C BORROWING BASE CERTIFICATE - -------------------------------------------------------------------------------- Borrower: LifeCell Corporation Bank: Silicon Valley Bank One Millennium Way 3003 Tasman Drive Branchburg, New Jersey 08876 Santa Clara, CA 95054 Commitment Amount: $4,000,000 - -------------------------------------------------------------------------------- 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: ---------------------------------- COMMENTS: | BANK USE ONLY | | | |Rec'd by: | | ---------------------- | | Auth. Signer | | | By: |Date: | -------------------- | -------------------------- | Authorized Signature | | |Verified: | | ---------------------- | | Auth. Signor | | | |Date: | | -------------------------- | | | ---------------------------------- 16 EXHIBIT D COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK 3003 Tasman Drive Santa Clara, CA 95054 FROM: LifeCell Corporation One Millennium Way Branchburg, New Jersey 08876 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 - ---------------------------------- -------- ---------- 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 ------ 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 - ------------------------------ ---------- ----------- ---------- 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 17 ---------------------------------- COMMENTS REGARDING EXCEPTIONS: See Attached. | BANK USE ONLY | | | |Received by: | | ------------------- | Sincerely, | authorized signer | | | |Date: | - ---------------- | -------------------------- | | | |Verified: | | ---------------------- | - ------------------------------------ | authorized signer | Signature | | |Date: | | -------------------------- | - ------------------------------------ | | Title |Compliance Status: Yes No| | | ---------------------------------- - ------------------------------------ Date 18