Letter Agreement Modifying Promissory Note Between Lumenis Ltd. and Coherent, Inc. (October 22, 2002)

Summary

This agreement modifies the repayment terms of a $12,904,000 promissory note originally issued by Lumenis Ltd. (formerly ESC Medical Systems Ltd.) to Coherent, Inc. The new terms require Lumenis to pay the principal in three monthly installments of $1,075,000, followed by seven monthly installments of $1,382,714.30, with interest at 9% per year, paid monthly. The final three payments, or any remaining balance, must be paid within two business days if Lumenis receives at least $20 million from new financing. All other terms of the original note remain unchanged.

EX-10.3 6 d52724_ex10-3.txt LETTER AGREEMENT - 10/22/2002 Exhibit 10.3 October 22, 2002 Ms. Leen Simonet Executive Vice President and Chief Financial Officer Coherent, Inc. 5100 Patrick Henry Drive Post Office Box 54980 Santa Clara, CA 95056 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/ Kevin R. Morano Kevin R. Morano Acknowledged and Agreed to by: COHERENT, INC. /s/ Helene Simonet - ------------------------------------- Name: Helene Simonet Title: Chief Executive Officer Date: October 23, 2002 - 2 -