EXHIBIT 10.17
SILICON VALLEY BANK
AMENDMENT TO LOAN DOCUMENTS
BORROWER: XXXXXXX INSTRUMENT COMPANY
DATE: MAY 4, 2001
THIS AMENDMENT TO LOAN DOCUMENTS is entered into between SILICON VALLEY
BANK ("Silicon") and the borrower named above ("Borrower").
The Parties agree to amend the Loan and Security Agreement between them,
dated June 5, 1998, as amended, if at all (the "Loan Agreement"), as follows,
effective as of the date hereof. (Capitalized terms used but not defined in this
Amendment shall have the meanings set forth in the Loan Agreement.)
1. MODIFIED CREDIT LIMIT. Section 1 of the Schedule to Loan and Security
Agreement is hereby amended and restated in its entirety to read as follows:
"1. CREDIT LIMIT
(Section 1.1): Revolving Loans. Loans (the `Revolving
Loans') in an amount up to the lesser of
$7,500,000, or the sum of (1) and (2) below:
(a) Accounts Loans. 80% of the amount of
Borrower's Eligible Receivables (as defined in
Section 8 above), plus
(b) Inventory Loans. An amount not to exceed the
lesser of:
(i) 20% of the value of Borrower's Eligible
Inventory (as defined in Section 8
above), calculated at the lower of cost
or market value and determined on a
first-in, first-out basis, or
(ii) an amount equal to 40% of Borrower's
Eligible Receivables, or
(iii) $1,250,000 (provided, however, upon
Silicon's receipt and approval of
Borrower's quarterly financial
statements showing Borrower has
complied with its Income Statement
Forecast for the Year Ended December
31, 2001 (the "Forecast",
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attached hereto as Exhibit A) for two
consecutive fiscal quarters (the first
of such quarters being the fiscal
quarter ending June 30, 2001 or any
fiscal quarter ending thereafter), such
figure shall increase from $1,250,000
to $1,500,000);
provided further that Silicon may revise the
advance rates with respect to Inventory set
forth above in Silicon's good faith business
judgment based on independent third-party
appraisals of the Inventory made by appraisers
selected by Silicon."
2. MODIFIED INTEREST RATE. Section 2 of the Schedule to Loan and
Security Agreement is amended and restated in its entirety to read as follows:
"2. INTEREST RATE
(Section 1.2):
Revolving Loans: A rate equal to the "Prime Rate"
in effect from time to time plus 2.0% per annum;
provided, however, upon Silicon's receipt and
approval of Borrower's quarterly financial
statements showing Borrower has complied with its
Forecast for two consecutive fiscal quarters (the
first of such quarters being the fiscal quarter
ending June 30, 2001 or any fiscal quarter ending
thereafter), the Interest Rate shall be a rate
equal to the "Prime Rate" in effect from time to
time plus 1.50% per annum.
Interest shall be calculated on the basis of a
360-day year for the actual number of days
elapsed. "Prime Rate" means the rate announced
from time to time by Silicon as its "prime rate;"
it is a base rate upon which other rates charged
by Silicon are based, and it is not necessarily
the best rate available at Silicon. The interest
rate applicable to the Obligations shall change on
each date there is a change in the Prime Rate."
3. MODIFIED MATURITY DATE. Section 4 of the Schedule to Loan and
Security Agreement is hereby amended to read as follows:
"4. MATURITY DATE
(Section 6.1): JUNE 5, 2002."
4. MODIFIED FINANCIAL COVENANT. Section 5 of the Schedule to Loan and
Security Agreement is hereby amended and restated in its entirety to read as
follows:
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"5. FINANCIAL COVENANT
(Section 5.1): Borrower shall comply with the
following covenant Compliance shall be
determined as of the end of each month:
MINIMUM TANGIBLE
NET WORTH: Borrower shall maintain a
Tangible Net Worth of not
less than $2,000,000 plus 75%
of the consideration received
by Borrower after May 1, 2001
for the issuance of equity
securities of the Borrower.
DEFINITIONS. For purposes of the foregoing
financial covenants, the following term
shall have the following meaning:
"Liabilities" shall have the meaning
ascribed thereto by generally accepted
accounting principles.
"Tangible Net Worth" shall mean the excess
of total assets over total liabilities,
determined in accordance with generally
accepted accounting principles, with the
following adjustments:
(A) there shall be excluded from
assets: (i) notes, accounts receivable and
other obligations owing to the Borrower
from its officers or other Affiliates, and
(ii) all assets which would be classified
as intangible assets under generally
accepted accounting principles, including
without limitation goodwill, licenses,
patents, trademarks, trade names,
copyrights, capitalized software and
organizational costs, licenses and
franchises
(B) there shall be excluded from
liabilities: all indebtedness which is
subordinated to the Obligations under a
subordination agreement in form specified
by Silicon or by language in the
instrument evidencing the indebtedness
which is acceptable to Silicon in its
discretion."
5. COVENANT REGARDING EXIM FACILITY. By June 1, 2001, Borrower shall
have executed and delivered to Silicon, on Silicon's standard form
documentation, a Loan and Security Agreement (Exim Program) and all related
documents evidencing an Exim Facility by and between Borrower and Silicon in an
original principal amount not to exceed $1,000,000 and with such terms and
provisions as are acceptable to Silicon in its sole discretion.
6. FEE. In consideration for Silicon entering into this Amendment,
Borrower shall concurrently pay Silicon a fee in the amount of $75,000, which
shall be non-refundable and in
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addition to all interest and other fees payable to Silicon under the Loan
Documents. Silicon is authorized to charge said fee to Borrower's loan account.
7. REPRESENTATIONS TRUE. Borrower represents and warrants to Silicon
that all representations and warranties set forth in the Loan Agreement, as
amended hereby, are true and correct.
8. GENERAL PROVISIONS. This Amendment, the Loan Agreement, any prior
written amendments to the Loan Agreement signed by Silicon and Borrower, and the
other written documents and agreements between Silicon and Borrower set forth in
full all of the representations and agreements of the parties with respect to
the subject matter hereof and supersede all prior discussions, representations,
agreements and understandings between the parties with respect to the subject
hereof. Except as herein expressly amended, all of the terms and provisions of
the Loan Agreement, and all other documents and agreements between Silicon and
Borrower shall continue in full force and effect and the same are hereby
ratified and confirmed.
BORROWER: SILICON:
XXXXXXX INSTRUMENT COMPANY SILICON VALLEY BANK
By /s/ X.X. Xxxxxxxxx By /s/ Silicon Valley Bank
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Vice President Title SVP
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By /s/ Xxxx Xxxxxx
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Secretary or Ass't Secretary
CONSENT
The undersigned acknowledge that their consent to the foregoing
Agreement is not required, but the undersigned nevertheless do hereby consent to
the foregoing Agreement and to the documents and agreements referred to therein
and to all future modifications and amendments thereto, and any termination
thereof, and to any and all other present and future documents and agreements
between or among the foregoing parties. Nothing herein shall in any way limit
any of the terms or provisions of the Continuing Guaranties of the undersigned,
all of which are hereby ratified and affirmed.
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QIC HOLDING CORP.
By: /s/ Xxxx Xxxxxx
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Title: Secretary
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