Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI within 180 days Yes No Monthly financial statements (consolidated), Compliance Certificate and deferred revenue report Monthly within 30 days Yes No Quarterly financial statements (consolidating) Quarterly within 30 days Yes No 10K and 10Q (as applicable) Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual no later than 30 days after the end of each fiscal year Yes No A/R & A/P Agings, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly within 20 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes No Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly by (i) 25% of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.
Appears in 3 contracts
Samples: Loan and Security Agreement (Enphase Energy, Inc.), Loan and Security Agreement (Enphase Energy, Inc.), Loan and Security Agreement (Enphase Energy, Inc.)
Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI within 180 days Yes No Monthly financial statements (consolidated), with Compliance Certificate and deferred revenue report Monthly within 30 days Yes No Quarterly Annual financial statements statement (consolidatingCPA Audited) Quarterly + XX XXX within 30 180 days Yes No 10K and 10Q (as applicable) Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual no later than 30 days after the end of each fiscal year Yes No A/R & A/P Agings, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly Agings Monthly within 20 30 days Yes No A/R Audit Initial Deferred Revenue (if applicable) Monthly within 30 days Yes No Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of close) and Semi-Annual thereafter Board Approval Yes No Inventory Exam Prior to any Advance on “Performance Pricing Net Cash Applicable Rate Applies Borrowing Base Eligible Inventory” and Annually thereafter Net Cash ³ $15,000,000* WSJ Prime + 0.35% Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes Net Cash < $15,000,000* WSJ Prime + 1.75% Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total No Non-Formula Loans Net Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Non-Formula Applicable Rate Applies Non-Formula Loan Eligible Net Cash ³ $15,000,000 WSJ Prime + 1.25% Yes No Yes Net Cash < $15,000,000 WSJ Prime + 1.25% Yes No No Financial Covenants Covenant Required Actual Complies Minimum Asset Coverage Compliance Adjusted Quick Ratio (monthly) 1.50: 1.00 )* 1.25:1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 Cash* $15,000,000 $ Yes No Minimum Unrestricted Cash in DDA and Cash Equivalents at each of Bridge Bank and Comerica $ 1,000,000 Bank Affiliates** $25,000,000 $ Yes No Comments Regarding Exceptions: See Attached* Commencing with the month ending November 30, 2017 ** Through October 31, 2017 The following financial covenant analysis and other information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. BANK USE ONLY Received by: All other representations and warranties in this Agreement are true and correct in all material respects on this date, and Borrower represents that there is no existing Event of Default. Sincerely, AUTHORIZED SIGNER TINTRI, INC. Signature Title Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly by (i) 25% of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.
Appears in 3 contracts
Samples: Loan and Security Agreement (Tintri, Inc.), Loan and Security Agreement (Tintri, Inc.), Loan and Security Agreement (Tintri, Inc.)
Reporting Covenant Required Complies. Annual Transaction Report (in connection with Advance) With each request for an Advance Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements (CPA Audited) FYI within 180 with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements (consolidated), with Compliance Certificate and deferred revenue report Monthly within Within 30 days of month end Yes No Quarterly financial statements (consolidating) Quarterly within Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No 10Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 days of filings with the SEC but no later than 90 days after FYE Yes No 10‑Q, 10‑K and 8-K and 10Q (as applicable) Within 5 days after filing with SEC Yes No Annual operating budget, sales projections budgets for upcoming fiscal year and board approval of such annual operating plans approved budgets Within 45 days prior to the FYE but evidence of board approval to be delivered by board September 15 of directors Annual no later than 30 days after the end of each such fiscal year Yes No A/R & A/P AgingsReport of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly within 20 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank individually or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes No Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly by (i) 25% of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and aggregate, $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.1,000,000 or more Promptly Yes No
Appears in 3 contracts
Samples: Loan and Security Agreement (Aviat Networks, Inc.), Loan and Security Agreement (Aviat Networks, Inc.), Loan and Security Agreement (Aviat Networks, Inc.)
Reporting Covenant Required Complies. Annual Borrowing Base Report (in connection with Advance) With each request for an Advance Yes No Monthly Borrowing Base Report Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements (CPA Audited) FYI within 180 with Compliance Certificate Within 5 days of filing with the SEC,but no later than 45 days after fiscal quarter end Yes No Monthly financial statements (consolidated), with Compliance Certificate and deferred revenue report Monthly within Within 30 days of month end Yes No Quarterly financial statements (consolidating) Quarterly within Monthly Borrowing Base Reports Within 30 days of month end whenStreamline Period is in effect Yes No 10Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 days of filings with the SEC but no later than 90 days after FYE Yes No 10‑Q, 10‑K and 8-K and 10Q (as applicable) Within 5 days after filing with SEC Yes No Annual operating budget, sales projections budgets for upcoming fiscal year and board approval of such annual operating plans approved by board budgets Within the earlier to occur of directors Annual no later than 30 45 days after the end FYE or 10 days after approval by Parent’s Board of each fiscal year Directors Yes No A/R & A/P AgingsReport of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly within 20 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank individually or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes No Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly by (i) 25% of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and aggregate, $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.1,000,000 or more Promptly Yes No
Appears in 2 contracts
Samples: Loan and Security Agreement (Aviat Networks, Inc.), Loan and Security Agreement (Aviat Networks, Inc.)
Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI A/R & A/P Agings Monthly within 180 30 days Yes No Borrowing Base Certificate Monthly within 30 days Yes No Monthly financial statements (consolidated), Compliance Certificate and deferred revenue report Monthly within 30 days Yes No Quarterly financial statements (consolidating) Quarterly Compliance Certificate Monthly within 30 days Yes No 10K and 10Q (as applicable) Annual audited financial statements FYE within 180 days Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual Annually no later than 30 days after the end beginning of each fiscal year Yes No A/R & A/P Agings, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly within 20 days or Board approval Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica balance outside Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Covenant Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.501.50 : 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes No Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER DateSIGNATURE TITLE DATE CORPORATE RESOLUTIONS AND INCUMBENCY CERTIFICATE Borrower: VerifiedEVERQUOTE, INC. I, the undersigned Secretary or Assistant Secretary of EverQuote, Inc. (the “Corporation”), HEREBY CERTIFY that the Corporation is organized and existing under and by virtue of the laws of the State of Delaware. I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Certificate of lncorporation and Bylaws of the Corporation, each of which is in full force and effect on the date hereof. I FURTHER CERTIFY that at a meeting of the board of directors of the Corporation, duly called and held, at which a quorum was present and voting (or by other duly authorized corporate action in lieu of a meeting), the following resolutions were adopted: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly by BE IT RESOLVED, that any one (i1) 25% of New Equitythe following named officers, employees, or agents of this Corporation, (ii) 25% whose actual signatures are shown below which actual signatures apply only with respect to the secretary certification provided herein and were not themselves included in the resolutions approved by the board of Investors’ indebtedness actually advanced (after the initial advance thereofdirectors): NAMES POSITIONS ACTUAL SIGNATURES Xxxx Xxxxxxxx Chief Executive Officer /s/ Xxxx Xxxxxxxx Xxxxx Xxxxxx Chief Technology Officer /s/ Xxxxx Xxxxxx Xxxx Xxxxxx Chief Financial Officer /s/ Xxxx Xxxxxx acting for and on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and empowered: Borrow Money. To borrow from time to time from Western Alliance Bank (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP“Bank”), on such terms as may be agreed upon between the officers, employees, or agents of the Corporation and Bank, such sum or sums of money in a principal amount not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 15,000,000, and on such terms and conditions, as in the event of any advance of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3their judgment should be borrowed, without limitation.
Appears in 2 contracts
Samples: Loan and Security Modification Agreement (EverQuote, Inc.), Loan and Security Modification Agreement (EverQuote, Inc.)
Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI within 180 days Yes No Monthly financial statements (consolidated), Compliance Certificate and deferred revenue report Monthly within 30 days Yes No Quarterly financial statements Annual (consolidatingCPA Audited) Quarterly FYE within 30 days Yes No 10K and 10Q (as applicable) Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual no later than 30 days after the end of each fiscal year Yes No A/R & A/P Agings, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly within 20 120 days Yes No A/R Audit Initial (Agings and Borrowing Base Certificate Monthly within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Covenant Required Actual Complies Maintain on a Monthly Basis: Minimum Asset Coverage Quick Ratio (monthly) 1.50: 1.00 1.50:1.0 :1.00 1.0 Yes No Maintain on a Quarterly Basis: Minimum Tangible Net Worth (quarterly) Revenue: 9/30/01 $ 8,000,000 * 11,400,000 $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge 12/31/01 $ 12,700,000 $ Yes No 3/31/02 $ 13,400,000 $ Yes No 6/30/02 $ 14,700,000 $ Yes No 9/30/02 $ 16,200,000 $ Yes No 12/31/02 $ 16,900,000 $ Yes No Profitability 12/31/02 and Comerica thereafter $ 1,000,000 ** $ Yes No Comments Regarding Exceptions: See Attached. BANK USE ONLY Sincerely, Received by: Sincerely, AUTHORIZED SIGNER Authorized Signer Signature Date: Verified: SIGNATURE AUTHORIZED SIGNER Title Verified Authorized Signer Date Date: TITLE Compliance Status Status: Yes No DATE EXHIBIT E FORM OF LOAN AGREEMENT SUPPLEMENT LOAN AGREEMENT SUPPLEMENT No. [ ] LOAN AGREEMENT SUPPLEMENT No. [ ], dated , 200 (“Supplement”), to the Loan and Security Agreement dated as of , 2001 (the “Loan Agreement) by and among the undersigned (“Borrowers”), and Silicon Valley Bank (“Bank”). Capitalized terms used herein but not otherwise defined herein are used with the respective meanings given to such terms in the Loan Agreement. To secure the prompt payment by Borrowers of all amounts from time to time outstanding under the Loan Agreement, and the performance by Borrowers of all the terms contained in the Loan Agreement, Borrowers grant Bank, a first priority security interest in each item of equipment and other property described in Annex A hereto, which equipment and other property shall be deemed to be additional Financed Equipment and Collateral. The Loan Agreement is hereby incorporated by reference herein and is hereby ratified, approved and confirmed. Annex A (Equipment Schedule) and Annex B (Loan Terms Schedule) are attached hereto. The proceeds of the Loan should be transferred to Company’s account with Bank set forth below: Bank Name: Silicon Valley Bank Account No.: Borrowers hereby certify that (a) the foregoing information is true and correct and authorizes Bank to endorse in its respective books and records, the Basic Rate applicable to the Funding Date of the Loan contemplated in this Loan Agreement Supplement and the principal amount set forth in the Loan Terms Schedule; (b) the representations and warranties made by Borrowers in the Loan Agreement are true and correct on the date hereof and will be true and correct on such Funding Date. No Event of Default has occurred and is continuing under the Loan Agreement. This Supplement may be executed by Borrowers and Bank in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. This Supplement is delivered as of this day and year first above written. SILICON VALLEY BANK By: By: Name: Name: Title: Title: Annex A - Description of Financed Equipment Annex B - Loan Terms Schedule Annex A to Exhibit E The Financed Equipment being financed with the Equipment Advance which this Loan Agreement Supplement is being executed is listed below. Upon the funding of such Equipment Advance, this schedule automatically shall be deemed to be a part of the Collateral. Description of Equipment: Make Mxxxx Xxxxxx # Xxxxxxx # Xxxxx X to Exhibit E LOAN TERMS SCHEDULE #________ Loan Funding Date: , 200 Original Loan Amount: $ Basic Rate: 9.00% Loan Factor: % Scheduled Payment Dates and Amounts*: One (1) payment of $ due payment of $ due monthly in advance from through . Maturity Date: Payment No. Payment Date 4 ... [36] ... * increasingly * / The amount of each Scheduled Payment will change as the Loan Amount changes. SCHEDULE 2.4 Outstanding Equipment Advances: Final Payment Note Numbers Original Loan Amount: Basic Rate: Maturity Date: Percentage: 1100068718 $ 151,962.34 Prime +1% Floating March 14, 2002 N/A 1100087850 $ 1,000,241.20 9.38 (Fixed) August 1, 2003 5 % 1100092258 $ 528,921.47 8.88% (Fixed) November 1, 2003 5 % FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of January 11, 2002, by and among (i) 25% SILICON VALLEY BANK, a California chartered bank, doing business in Virginia as “Silicon Valley East” (“Bank”) with its principal place of New Equitybusiness at 3000 Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000 and with a loan production office located at 10000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, (ii) 25% of Investors’ indebtedness actually advanced BLACKBOARD INC., a Delaware corporation, having an address at 1000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000 (after the initial advance thereof“Company”), and (ii) BLACKBOARD ACQUISITION COMPANY, LLC, a Delaware limited liability company having an address at 1000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000 (“Blackboard Acquisition”), (iii) 70% of quarterly net profit after tax BLACKBOARD CAMPUSWIDE, INC., a Delaware corporation, (determined in accordance with GAAPiv) BLACKBOARD ICOLLEGE, INC., a Delaware corporation having an address at 1000 X Xxxxxx, X..X., Xxxxxxxxxx, X.X. 00000, (v) AT&T CAMPUSWIDE ACCESS SOLUTIONS, INC., a Delaware corporation having an address at 1000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, (vi) AT&T CAMPUSWIDE ACCESS SOLUTIONS OF TEXAS, INC., a Texas corporation having an address at 1000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000 (each an “Original Borrower” and collectively, the “Original Borrowers”), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 and Bb ACQUISITION CORP., a Delaware corporation, having an address at 1000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000 ($4,000,000 in the event of any advance of “New Borrower” and together with the Investors’ Indebtedness) at Bridge Original Borrowers, each a “Borrower” and $2,000,000 ($3,000,000 in collectively, the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3“Borrowers”).
Appears in 2 contracts
Samples: Loan and Security Agreement (Blackboard Inc), Loan and Security Agreement (Blackboard Inc)
Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI within 180 days Yes No Monthly financial statements (consolidated), with Compliance Certificate and deferred revenue report Monthly within 30 days Yes No Quarterly Annual financial statements statement (consolidatingCPA Audited) Quarterly + XX XXX within 30 180 days (for FYE December 31, 2012, on or before July 31, 2013) Yes No 10-Q, 10-K and 10Q (as applicable) Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual no later than 30 8-K Within 5 days after the end of each fiscal year filing with SEC Yes No A/R & A/P AgingsAgings (including EXIM), Inventory Report, Borrowings inventory reports and Borrowing Base Certificate Prior to Monthly within 15 days (quarterly within 15 days if no outstanding Credit Extensions) Yes No Transaction Reports 15th and last Business Day and with each request for a Credit Extension, and monthly Extension Yes No Invoices for 10% of outstanding balance of EXIM A/R Within 15 days after the end of each quarter Yes No Projections FYE within 20 30 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Covenant Required Actual Complies Minimum Asset Coverage Ratio Maintain as indicated: Liquidity (at all times, certified monthly) 1.50: 1.00 :1.00 $3,000,000 $_______ Yes No Minimum Tangible Net Worth Adjusted Free Cash Flow (quarterly) $ 8,000,000 * $ $_______ Yes No Minimum Unrestricted Cash * See Section 6.9(b) of the Loan and Security Agreement The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) The following financial covenant analyses and information set forth in DDA at each Schedule 1 attached hereto are true and accurate as of Bridge and Comerica $ 1,000,000 ** $ Yes the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No Comments Regarding Exceptions: See Attached. exceptions to note.”) Aspen Aerogels, Inc. BANK USE ONLY Received by: Sincerely, By: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER Date: VerifiedCompliance Status: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly by (i) 25% of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.No
Appears in 2 contracts
Samples: Loan Modification Agreement (Aspen Aerogels Inc), Loan Modification Agreement (Aspen Aerogels Inc)
Reporting Covenant Required Complies. A/R & A/P Agings Monthly within 30 days Yes No Recurring Revenue Report Monthly within 30 days Yes No Borrowing Base Certificate Monthly within 30 days Yes No Monthly financial statements Monthly within 30 days Yes No Compliance Certificate Monthly within 30 days Yes No Annual financial statements (CPA Audited) FYI FYE within 180 days Yes No Monthly financial statements (consolidated), Compliance Certificate and deferred revenue report Monthly within 30 days Yes No Quarterly financial statements (consolidating) Quarterly within 30 days Yes No 10K and 10Q (as applicable) Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual Annually no later than 30 days after following the end beginning of each fiscal year Yes No A/R & A/P Agingsor board approval, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly within 20 days whichever is earlier Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Annual Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica balance outside Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Covenant Required Actual Complies Minimum Asset Coverage Ratio MRR Renewal Rate (monthlymeasured quarterly, on a rolling 4 quarters basis) 1.50: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ 90% % Yes No Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER SIGNATURE Date: TITLE Compliance Status Yes No Status DATE * increasingly LOAN AND SECURITY MODIFICATION AGREEMENT This Loan and Security Modification Agreement is entered into as of February 22, 2016 by and between EVERBRIDGE, INC. (i“Borrower”) 25% of New Equityand WESTERN ALLIANCE BANK, a successor in interest to Bridge Bank, National Association (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP“Bank”), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.
Appears in 2 contracts
Samples: Loan and Security Agreement (Everbridge, Inc.), Loan and Security Agreement (Everbridge, Inc.)
Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI within 180 days Yes No Monthly financial statements (consolidated), with Compliance Certificate and deferred revenue report Monthly within 30 days Yes No Quarterly Annual financial statements statement (consolidatingCPA Audited) Quarterly + XX XXX within 30 120 days Yes No 10-Q, 10-K and 10Q (as applicable) 8-K Within 5 days after filing with SEC Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual no later than Transaction Reports Monthly within 30 days after the end of each fiscal year Yes No days** A/R & A/P Agings, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly reconciliations Monthly within 20 30 days Yes No A/R Audit Initial (within Annual operating budget and projections Annually no later than 30 days of close) and Semiprior to year-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) end Yes No Financial Covenants Covenant Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50Maintain on a Quarterly Basis: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 $_______ $27,000,000* $ Yes No Minimum Unrestricted Cash in DDA at Liquidity Coverage The last day of March, June, September and December of each year 1.50:1.0 __:1.0 Yes No The last day of Bridge all other months 1.75:1.0 __:1.0 Yes No * plus 50% of quarterly Net Income, 50% of new equity and Comerica $ 1,000,000 50% of new Subordinated Debt ** $ Yes weekly at all times that Borrower is a Net Borrower The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No Comments Regarding Exceptionsexceptions to note.”) Borrower: See Attached. BANK USE ONLY AIRSPAN NETWORKS, INC. Received by: Sincerely, AUTHORIZED SIGNER AIRSPAN COMMUNICATIONS LIMITED authorized signer Date: Verified: SIGNATURE AUTHORIZED SIGNER By: authorized signer Name: Date: TITLE Title: authorized signer Compliance Status Status: Yes No DATE * increasingly by (i) 25% of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.SCHEDULE 1 TO COMPLIANCE CERTIFICATE FINANCIAL COVENANTS OF BORROWER Dated: ____________________
Appears in 1 contract
Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI within 180 days Yes No Monthly financial statements (consolidated), Quarterly 10Q with Compliance Certificate and deferred revenue report Monthly within 30 days Yes No Quarterly financial statements (consolidating) Quarterly within 30 days Within 5 Business Days after filing with the SEC, unless available on XXXXX Yes No 10-K and 10Q (as applicable) 8-K Within 5 Business Days after filing with SEC, unless available on XXXXX Yes No Annual operating budgetConsole Location List Quarterly, sales projections and operating plans approved by board of directors Annual no later than 30 days after the end of each fiscal year within 15 Business Days Yes No A/R & A/P AgingsThe following are the exceptions with respect to the certification above: (If no exceptions exist, Inventory Reportstate “No exceptions to note.”) CryoCor, Borrowings Base Certificate Prior to each Credit Extension, and monthly within 20 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes No Comments Regarding Exceptions: See Attached. BANK Inc. APGENT USE ONLY By: Name: Received by: Sincerely, Title: AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Status: Yes No DATE * increasingly EXHIBIT D SECURED PROMISSORY NOTE $ Dated: , 2007 FOR VALUE RECEIVED, the undersigned, CRYOCOR, INC., a corporation (“Borrower”), HEREBY PROMISES TO PAY to the order of [ATEL /SVB/OXFORD] (“Lender”) the principal amount of Dollars ($ ) or such lesser amount as shall equal the outstanding principal balance of the Term Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of Term Loan, at the rates and in accordance with the terms of the Loan and Security Agreement by and between Borrower and Silicon Valley Bank, as Agent, and the Lenders, including without limitation, Silicon Valley Bank, ATEL Ventures, Inc., and Oxford Finance Corporation (ias amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued interest hereunder and under the Loan Agreement shall be due and payable on Term Loan Maturity Date as set forth in the Loan Agreement. Beginning on , 2007, and on the Payment Date of each month thereafter, Borrower shall make six (6) 25% monthly payments of New Equityinterest only in arrears on the unpaid principal balance at the fixed rate per annum equal to ( %) (the “Basic Rate”) as follows: Interest only Installments Amount 1-6 $ each Thereafter commencing on , and on the Payment Date of each month thereafter, Borrower shall make thirty (30) monthly payments of principal and interest in arrears (such interest on the unpaid principal balance accruing after , 2007, at a fixed rate per annum equal to the Basic Rate) as follows: Principal and Interest Installments Amount 7-35 $ each 36 $ (shall include the amount of the total outstanding principal and interest, if any) Borrower agrees to pay any initial partial month interest payment from the date of this Note to the first Payment Date (“Interim Interest”) on the first Payment Date. Principal, interest and all other amounts due with respect to the Term Loan, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement and this Secured Promissory Note. The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. The Loan Agreement, among other things, (iia) 25% provides for the making of Investors’ indebtedness actually advanced (after the initial advance thereofa secured Term Loan to Borrower, and (iiib) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance contains provisions for acceleration of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in maturity hereof upon the event happening of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3certain stated events.
Appears in 1 contract
Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI within 180 days Yes No Monthly financial statements (consolidated), with Compliance Certificate and deferred revenue report Monthly within 30 days Yes No Quarterly Annual financial statements statement (consolidatingCPA Audited) Quarterly + XX XXX within 30 180 days (for FYE December 31, 2012, on or before July 31, 2013) Yes No 10-Q, 10-K and 10Q (as applicable) Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual no later than 30 8-K Within 5 days after the end of each fiscal year filing with SEC Yes No A/R & A/P AgingsAgings (including EXIM), Inventory Report, Borrowings inventory reports and Borrowing Base Certificate Prior to Monthly within 15 days (quarterly within 15 days if no outstanding Credit Extensions) Yes No Transaction Reports 15th and last Business Day and with each request for a Credit Extension, and monthly Extension Yes No Invoices for 10% of outstanding balance of EXIM A/R Within 15 days after the end of each quarter Yes No Projections FYE within 20 30 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Covenant Required Actual Complies Minimum Asset Coverage Ratio Maintain as indicated: Liquidity (at all times, certified monthly) 1.50: 1.00 :1.00 $ 3,000,000 $ Yes No Minimum Tangible Net Worth Adjusted Free Cash Flow (quarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash * See Section 6.9(b) of the Loan and Security Agreement The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) The following financial covenant analyses and information set forth in DDA at each Schedule 1 attached hereto are true and accurate as of Bridge and Comerica $ 1,000,000 ** $ Yes the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No Comments Regarding Exceptions: See Attached. exceptions to note.”) Aspen Aerogels, Inc. BANK USE ONLY Received by: Sincerely, By: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER Date: VerifiedCompliance Status: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly by (i) 25% of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.No
Appears in 1 contract
Reporting Covenant Required Complies. Annual Transaction Report (in connection with Advance) With each request for an Advance Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements (CPA Audited) FYI within 180 with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements (consolidated), with Compliance Certificate and deferred revenue report Monthly within Within 30 days of month end Yes No Quarterly Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 days of filings with the SEC but no later than 90 days after FYE (except for Parent’s audited consolidated annual financial statements (consolidatingcovering Parent’s fiscal year ended June 27, 2014, which must be delivered on or before December 31, 2014) Quarterly within 30 days Yes No 1010‑Q, 10‑K and 8-K and 10Q (as applicable) Within 5 days after filing with SEC Yes No Annual operating budget, sales projections budgets for upcoming fiscal year and board approval of such annual operating plans approved budgets Within 45 days prior to the FYE but evidence of board approval to be delivered by board September 15 of directors Annual no later than 30 days after the end of each such fiscal year Yes No A/R & A/P AgingsReport of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly within 20 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank individually or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes No Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly by (i) 25% of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and aggregate, $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.1,000,000 or more Promptly Yes No
Appears in 1 contract
Reporting Covenant Required Complies. Annual Compliance Certificate With 10Q and 10K financial statements and with Cash Holding Report and Deferred Revenue Report Yes No 10Q, 10K (CPA Audited) FYI within 180 with financial statements Within earlier of 5 days of issuance or 50 days of quarter end for 10Q and 90 days for 10K Yes No Monthly financial statements A/R and A/P Aging Report and Borrowing Base Certificate Quarterly unless Credit Extensions (consolidated)other than Term Loans) exceed $2,000,000, Compliance Certificate and deferred revenue report Monthly then monthly, each within 30 days Yes No Quarterly financial Annual Forecast along with business forecast, quarterly projected balance sheets, income statements (consolidating) Quarterly and cash flow statements Annually within 30 45 days of FYE Yes No 10K and 10Q (Any other information regarding the operations, business affairs or financial condition of the Borrower or any Subsidiary as applicable) Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual no later than 30 days Bank may request Promptly after the end of each fiscal year Yes No A/R & A/P Agings, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly within 20 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) requests Yes No Financial Covenants Covenant Required Actual Complies Maintain (at quarter end): Minimum Asset Coverage Liquidity Ratio (monthly) 1.50: 1.00 2.5:1.00 :1.00 Yes No Maintain (at quarter end): Minimum Tangible Net Worth $600,000 (quarterlyat 9/30/06) $ 8,000,000 * (-$5,500,000) (at 12/31/06) (-$10,000,000) (at 3/31/07) (-$13,000,000) (at 6/30/07) (-$13,000,000) plus 50% of any positive net income (with no adjustment for losses) and 50% of any new equity raised, each quarter thereafter $ Yes No Minimum Unrestricted Cash in DDA Borrower has deposit accounts located at each of Bridge and Comerica $ 1,000,000 ** $ Yes No the following institutions only: Silicon Valley Bank Comments BANK USE ONLY Regarding Received by: Exceptions: See Attached. AUTHORIZED SIGNER Date: Sincerely, Verified: Sipex Corporation Signature AUTHORIZED SIGNER Date: Title Compliance Status: Yes No Date EXHIBIT B EXHIBIT D BORROWING BASE CERTIFICATE Borrower: Sipex Corporation Bank:Silicon Valley Bank Commitment Amount: $ 5,000,000 ACCOUNTS RECEIVABLE Accounts Receivable Book Value as of ____________________ $ — Additions (please explain on reverse) $ — TOTAL ACCOUNTS RECEIVABLE $ — ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication) Amounts over 90 days due $ — Balance of 50% over 90 day accounts $ — Credit balances over 90 days $ — Concentration Limits $ — Foreign Accounts $ — Governmental Accounts $ — Contra Accounts $ _______________ Promotion or Demo Accounts $ _______________ Intercompany/Employee Accounts $ _______________ Disputed Accounts $ _______________ Deferred Revenue $ _______________ Other (please explain on reverse) $ — TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS $ _______________ Eligible Accounts (#3 minus #16) $ _______________ ELIGIBLE AMOUNT OF ACCOUNTS ( ____% of #17) $ _______________ N/A N/A BALANCES Maximum Loan Amount $ _______________ Total Funds Available [Lesser of #21 or (#18 plus $2,000,000)] $ _______________ Present balance owing on Line of Credit $ _______________ Outstanding under Sublimits $ _______________ RESERVE POSITION (#22 minus #23 and #24) $ _______________ 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. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER _____________________ authorized signer Date: __________________________ COMMENTS: Verified: SIGNATURE AUTHORIZED SIGNER ________________________ By: ___________________________ authorized signer Authorized Signer Date: TITLE ___________________________ Date: Compliance Status Status: Yes No DATE * increasingly by EXHIBIT C EXHIBIT E Libor Supplement to Loan and Security Agreement This LIBOR Supplement to Loan and Security Agreement (ithe “Supplement”) 25% is a supplement to the Loan and Security Agreement dated as of New EquityJuly 21, 2005 (iias amended from time to time, the “Loan Agreement”) 25% of Investors’ indebtedness actually advanced between Silicon Valley Bank (after the initial advance thereof“Bank”) and Sipex Corporation, a Delaware corporation (“Borrower”), and (iii) 70% forms a part of quarterly net profit after tax (determined in accordance with GAAP), and is incorporated by reference into the Loan Agreement. Capitalized terms not defined herein shall have the meanings given to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 them in the event of any advance of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3Loan Agreement.
Appears in 1 contract
Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI within 180 days Yes No Monthly financial statements (consolidated), Compliance Certificate and deferred revenue report Financial Statements Monthly within 30 days Yes No Quarterly financial statements (consolidating) Quarterly Audited Financial Statements Annually within 120 days after FYE Yes No Board Approved Projections NLT 30 days after completion no later than 90 days after FYE Yes No Compliance Certificate Monthly within 30 days Yes No 10K and 10Q (as applicableMinimum Liquidity Ratio Per Section 6.9(a) Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual no later than 30 days after the end of each fiscal year Yes No A/R & A/P Agings, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly within 20 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50: 1.00 :1.00 Loan Agreement Yes No Minimum Tangible Net Worth (quarterlyRevenue Per Section 6.9(b) $ 8,000,000 * $ of the Loan Agreement Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes The following are the exceptions with respect to the certification above: (If no exceptions exist, state "No Comments Regarding Exceptions: See Attachedexceptions to note.") TRANSGENOMIC, INC. BANK AGENT USE ONLY By: Received by: Sincerely, Name: AUTHORIZED SIGNER Title: Date: Verified: AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly EXHIBIT C Form of Secured Promissory Note (See attached.) SECURED PROMISSORY NOTE $______ Dated: March ____, 2013 FOR VALUE RECEIVED, the undersigned, TRANSGENOMIC, INC., a Delaware corporation ("Borrower") HEREBY PROMISES TO PAY to the order of___---- ("Lender") the principal amount of _______ DOLLARS ($______) or such lesser amount as shall equal the outstanding principal balance of the Term Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of the Term Loan, at the rates and in accordance with the terms of the Loan and Security Agreement dated as of March _--, 2013 by and among Borrower and Third Security Senior Staff 2008 LLC, as Agent, and the Lenders as defined therein (ias amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement"). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement. If not sooner paid, the entire principal amount and all accrued interest hereunder and under the Loan Agreement shall be due and payable on Maturity Date as set forth in the Loan Agreement. Borrower agrees to pay any initial partial month interest payment from the date of this Secured Promissory Note (this "Note") 25% to the first Payment Date ("Interim Interest") on the first Payment Date. Principal, interest and all other amounts due with respect to the Term Loan, are payable in lawful money of New Equitythe United States of America to Lender as set forth in the Loan Agreement and this Note. The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. The Loan Agreement, among other things, (iia) 25% provides for the making of Investors’ indebtedness actually advanced (after the initial advance thereofa secured Term Loan to Borrower, and (iiib) 70% contains provisions for acceleration of quarterly net profit after tax (determined the maturity hereof upon the happening of certain stated events. This Note may not be prepaid except as set forth in Section 2.2(c) and Section 2.2(d) of the Loan Agreement. This Note and the obligation of Borrower to repay the unpaid principal amount of the Term Loan, interest on the Term Loan and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement. Presentment for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived. Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys' fees and costs, incurred by Lender in the enforcement or attempt to enforce any of Borrower's obligations hereunder not performed when due. This Note shall be governed by, and construed and interpreted in accordance with GAAP)with, not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance laws of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event State of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3California.
Appears in 1 contract
Reporting Covenant Required Complies. Annual Monthly consolidating financial statements (CPA Audited) FYI Monthly within 180 15 days if Advances or Letters of Credit are outstanding at month-end Yes No Monthly financial cash flow statements (consolidated), Compliance Certificate and deferred revenue report evidencing Borrower’s compliance with terms of Section 6.8(b) Monthly within 30 15 days Yes No Quarterly consolidating financial statements (consolidating) + Compliance Certificate Quarterly and annual financial statement requirement may be met by delivery of 10Q and 10K reports in accordance with the provisions of Section 6.2. Compliance Certificate required with every delivery of a 10Q and 10K. Quarterly within 30 45 days Yes No Annual financial statement + Compliance Certificate1 FYE audited within 90 days Yes No 10Q, 10K and 10Q 8K + Compliance Certificate1 Within 5 days after filing with SEC, but, (as applicablei) Yes No Annual operating budgetin case of 10Qs, sales projections and operating plans approved by board of directors Annual no later than 30 within 45 days of the last day of the first three fiscal quarter ends of each fiscal year, and (2) in case of 10Ks, no later than 90 days of the last day of each fiscal year Yes No Monthly Compliance Certificate showing compliance with Liquidity ratio Monthly within 15 days if Advances or Letters of Credit are outstanding at month-end Yes No Transaction Report (and schedules attached thereto) (i) with each request for an Advance, (ii) no later than 5:00 p.m. Pacific time Monday of each week immediately following a week when Liquidity is less than the Liquidity Threshold, and (iii) within twenty (20) days after the end of each month when Liquidity is greater than or equal to the Liquidity Threshold. Yes No Material Litigation report Promptly Yes* No Annual board approved financial projections Annually within 60 days of fiscal year end Yes No A/R & A/P Agings*If yes, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly within 20 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes No Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly by (i) 25% of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance attached is a summary of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event Material Litigation not previously disclosed by Borrower or any of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3its Subsidiaries.
Appears in 1 contract
Reporting Covenant Required Complies. Annual Compliance Certificate With monthly, 10Q and 10K financial statements and with Cash Holding Report and Deferred Revenue Report Yes No Borrower prepared monthly financial statements Within 30 days of month end Yes No 10Q, 10K (CPA Audited) FYI within 180 with financial statements Within earlier of 5 days of issuance or 50 days of quarter end for 10Q and 90 days for 10K Yes No Monthly financial statements (consolidated), Compliance A/R and A/P Aging Report and Borrowing Base Certificate and deferred revenue report Monthly within 30 days Yes No Quarterly financial Annual Forecast along with business forecast, quarterly projected balance sheets, income statements (consolidating) Quarterly and cash flow statements Annually within 30 45 days of FYE Yes No 10K and 10Q (Any other information regarding the operations, business affairs or financial condition of the Borrower or any Subsidiary as applicable) Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual no later than 30 days Bank may request Promptly after the end of each fiscal year Yes No A/R & A/P Agings, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly within 20 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) requests Yes No Financial Covenants Covenant Required Actual Complies Maintain (at month end): Minimum Asset Coverage Liquidity Ratio (monthly) 1.50: 1.00 1.5:1.00 :1.00 Yes No Maintain (at quarter end): Minimum Tangible Net Worth $600,000 (quarterlyat 9/30/06) $ 8,000,000 * (-$5,500,000) (at 12/31/06) (-$10,000,000) (at 3/31/07) (-$20,000,000) (at 6/30/07) $2,500,000 plus 50% of any positive net income for each fiscal quarter thereafter $ Yes No Minimum Unrestricted Cash in DDA Borrower has deposit accounts located at each of Bridge and Comerica $ 1,000,000 ** $ Yes No the following institutions only: Silicon Valley Bank Comments BANK USE ONLY Regarding Received by: Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Sincerely, Verified: SIGNATURE Sipex Corporation Signature AUTHORIZED SIGNER Date: TITLE Title Compliance Status Status: Yes No DATE * increasingly by (i) 25% of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.Date
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Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI within 180 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Monthly financial statements (consolidated), Compliance Certificate and deferred revenue report Monthly Board Approved Budget Annually within 30 days Yes No Quarterly financial statements (consolidating) Quarterly within 30 days Yes No 10K and 10Q (as applicable) Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual no later than 30 60 days after the end of each fiscal year Yes No A/R & A/P Agings, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly within 20 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) FYE Yes No Financial Covenants Covenant Required Actual Complies Maintain at all times prior to the Qualified Financing Minimum Asset Coverage Ratio (monthly) 1.50: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * Cash at SVB $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No Comments Regarding Exceptions: See Attached. BANK exceptions to note.”) COLLATERAL AGENT USE ONLY SOMAXON PHARMACEUTICALS, INC. Received by: Sincerely, AUTHORIZED SIGNER By: authorized signer Name: Date: Title: Verified: SIGNATURE AUTHORIZED SIGNER authorized signer Date: TITLE Compliance Status Status: Yes No DATE * increasingly EXHIBIT D SECURED PROMISSORY NOTE $ Dated: , 2008 FOR VALUE RECEIVED, the undersigned, SOMAXON PHARMACEUTICALS, INC., a corporation (“Borrower”), HEREBY PROMISES TO PAY to the order of [SVB / OXFORD] (“Lender”) the principal amount of Dollars ($ ) or such lesser amount as shall equal the outstanding principal balance of the Term Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of Term Loan, at the rates and in accordance with the terms of the Loan and Security Agreement by and between Borrower and Silicon Valley Bank, as Collateral Agent, and the Lenders, including without limitation, Oxford Finance Corporation, and SVB (ias amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued interest hereunder and under the Loan Agreement shall be due and payable on Term Loan Maturity Date as set forth in the Loan Agreement. Borrower agrees to pay any initial partial month interest payment from the date of this Note to the first Payment Date (“Interim Interest”) 25% on the first Payment Date. Principal, interest and all other amounts due with respect to the Term Loan, are payable in lawful money of New Equitythe United States of America to Lender as set forth in the Loan Agreement and this Secured Promissory Note. The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. The Loan Agreement, among other things, (iia) 25% provides for the making of Investors’ indebtedness actually advanced (after the initial advance thereofa secured Term Loan to Borrower, and (iiib) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance contains provisions for acceleration of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in maturity hereof upon the event happening of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3certain stated events.
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Samples: Loan and Security Agreement (Somaxon Pharmaceuticals, Inc.)
Reporting Covenant Required Complies. Annual Borrowing Base Report, Domestic A/R Agings, A/P Agings, Deferred Revenue Report, transaction reports, and unbilled accounts report (i) with each request for an Advance, (ii) when a Streamline Period is in effect and (A) when no Advances are outstanding under the Revolving Line or have been requested, within forty-five (45) days after the last day of each fiscal quarter of Borrower and (B) when Advances are outstanding under the Revolving Line or have been requested, within thirty (30) days after the last day of each month, and (iii) when a Streamline Period is not in effect, (A) when no Advances are outstanding under the Revolving Line or have been requested, within forty-five (45) days after the last day of each fiscal quarter of Borrower and (B) when Advances are outstanding under the Revolving Line or have been requested, no later than Friday of each week Yes No Cash holdings report (i) when no Advances are outstanding under the Revolving Line or have been requested, within forty-five (45) days after the last day of each fiscal quarter of Borrower and (ii) when Advances are outstanding under the Revolving Line or have been requested, within thirty (30) days after the last day of each month, a cash holdings report Yes No Quarterly financial statements (CPA Audited) FYI within 180 with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements (consolidated), with Compliance Certificate (i) when no Advances are outstanding under the Revolving Line or have been requested, within forty-five (45) days after the last day of each fiscal quarter of Borrower and deferred revenue report Monthly (ii) when Advances are outstanding under the Revolving Line or have been requested, within 30 thirty (30) days after the last day of each month Yes No Quarterly Annual financial statements statement (consolidatingCPA Audited) Quarterly within 30 days Yes No + Compliance Certificate, 10Q, 10K and 10Q (as applicable) 8-K Within 5 days of filings with the SEC but no later than 90 days after FYE Yes No Annual operating budget, sales projections budgets for upcoming fiscal year and board approval of such annual operating plans approved by board budgets Within the earlier to occur of directors Annual no later than 30 45 days after the end FYE or 10 days after approval by Parent’s Board of each fiscal year Directors Yes No A/R & A/P AgingsReport of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly within 20 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank individually or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes No Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly by (i) 25% of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and aggregate, $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.1,000,000 or more Promptly Yes No
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Reporting Covenant Required Complies. Annual Monthly consolidated and consolidating financial statements (CPA Audited) FYI within 180 days Yes No Monthly financial statements (consolidated), Compliance Certificate and deferred revenue report – Borrower prepared Monthly within 30 days when not on a Quarterly Streamline Period Yes No Quarterly consolidated financial statements (consolidating) Quarterly Quarter end within 30 days for each quarterly period in which Borrower is in a Quarterly Streamline Period and is not required to file with the SEC Yes No 10K and 10Q (as applicable) Quarterly consolidating financial statements – Borrower prepared Quarter end within 30 days for each quarterly period in which Borrower is in a Quarterly Streamline Period Yes No Annual operating budgetCompliance Certificate (i) during a Quarterly Streamline Period, sales projections and operating plans approved by board of directors Annual no later than 30 within thirty (30) days after the end of each fiscal year quarter, and (ii) at all other times when a Quarterly Streamline Period is not in effect, monthly, within thirty (30) days after the end of each month Yes No Annual financial statement (CPA Audited) (on a consolidated basis) FYE within 120 days for each FYE in which Borrower is not required to file with the SEC Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P AgingsAgings (i) during a Quarterly Streamline Period, Inventory Report, Borrowings Base Certificate Prior to within thirty (30) days after the end of each Credit Extensionquarter, and monthly (ii) at all other times when a Quarterly Streamline Period is not in effect, monthly, within 20 thirty (30) days after the end of each month Yes No A/R Audit Initial Transaction Reports (i) with each request for an Advance; (ii) during a Quarterly Streamline Period, quarterly, within 30 thirty (30) days after the end of closeeach quarter; (iii) during a Monthly Streamline Period, monthly, within thirty (30) days after the end of each month; and Semi-Annual thereafter (iii) weekly, on the last business Day of each week when a Streamline Period is not in effect Yes No Inventory Exam Prior Projections within thirty (30) days prior to any Advance on “Eligible Inventory” the end of each fiscal year of Borrower and Annually thereafter as updated and/or amended Yes No IP Report Annually within 30 daysThe following Intellectual Property was registered after the Effective Date (if no registrations, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachmentstate “None”) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Covenant Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50Maintain as indicated: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ $_______ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 Maximum Capital Expenditures ** $ $________ Yes No Comments Regarding Exceptions: * See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly by (iSection 6.9(a) 25% of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, Loan and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. Security Agreement ** to increase to $3,000,000 ($4,000,000 in the event of any advance See Section 6.9(b) of the Investors’ Indebtedness) at Bridge Loan and $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.Security Agreement
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Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI within 180 days Yes No Monthly financial statements (consolidated), Compliance Certificate and deferred revenue report Interim Financial Statements + CC Monthly within 30 days Yes No Quarterly financial statements YES / NO Annual F/S (consolidatingAUDITED) Quarterly FYE within 30 90 days Yes No YES / NO 10K and 10Q (as applicable) Yes No Annual operating budget-X, sales projections and operating plans approved by board of directors Annual no later than 30 days 00-X & 0-X Xxxxxx 0 xxxs after the end of each fiscal year Yes No A/R filing with SEC YES / NO AR & A/P Agings, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly AP Agings + BBC Monthly within 20 days Yes No A/R Audit Initial YES / NO FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- TO BE TESTED ON A MONTHLY BASIS, UNLESS OTHERWISE NOTED: Minimum Quick Ratio* 1.50:1.00 ____:1.00 YES / NO Minimum Liquidity Coverage** 1.40 times the outstanding ____: 1.00 YES / NO Acquisition Advance Minimum Debt Service*** 1.50:1.00 ____ :1.00 YES / NO Profitability Quarterly $___________ YES / NO Maximum Losses not to exceed****: $1,200,000 for the quarter ended December 31, 1997; $1,000,000 for the quarter ending march 31, 1998; $800,000 for the quarter ending June 30, 1998 (within 30 days provided Borrower closes its pending Series C round of closeequity prior to June 30, 1998). *net of deferred revenue (maintenance and support) **Liquidity to be defined as unrestricted cash (and Semi-Annual thereafter Yes No Inventory Exam Prior equivalents) plus eligible borrowings under the Committed Revolving Line less any Advances. Once Borrower has maintained a Debt Service Coverage ratio of 1.50 to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days1.00 for 2 consecutive quarters, and promptly after filings the Liquidity Coverage covenant will be replaced with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% Debt Service Coverage covenant. ***To be maintained upon replacement of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Required Actual Complies Minimum Asset the Liquidity Coverage Ratio (monthly) 1.50covenant. Debt Service Coverage is defined as earnings before interest, taxes, depreciation and amortization minus capital expenditures and capitalized software divided by current maturities of long term debt. ****Maximum Losses defined as net income plus non-cash charges from the write-off of in-process technology related to the acquisition of Opis Corporation minus any increases in capitalized software. COMMENTS REGARDING FINANCIAL COVENANTS: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes No Comments Regarding Exceptions: See Attached. ================================ BANK USE ONLY Received byRECEIVED BY: Sincerely_________________ DATE: ________________________ REVIEWED BY: _________________ COMPLIANCE STATUS: YES / NO ================================ 32 Very truly yours, AUTHORIZED SIGNER DateSALESLOGIX CORPORATION By: Verified________________________________________ Name: SIGNATURE AUTHORIZED SIGNER Date______________________________________ Title: TITLE Compliance Status Yes No DATE * increasingly by (i) 25% of New Equity_____________________________________ 33 [LOGO] SILICON VALLEY BANK PRO FORMA INVOICE FOR LOAN CHARGES BORROWER: SALESLOGIX CORPORATION LOAN OFFICER: AMY XXXXX XXTE: APRIL 6, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed 1998 DOCUMENTATION FEE 200.00 TOTAL FEES $10,000,000 through 12/31/11200.00 ---------- ======= { } A CHECK FOR THE TOTAL AMOUNT IS ATTACHED. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.{X} DEBIT DDA# 3300016396 FOR THE TOTAL AMOUNT. { } LOAN PROCEEDS BORROWER:
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Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI within 180 days Yes No Monthly financial statements (consolidated), consolidated and consolidating Borrower and Subsidiaries; balance sheets and funds flow (including note amount) to/from RSPEs) with Compliance Certificate and deferred revenue report Monthly within 30 days Yes No Quarterly financial statements (consolidatingfull combination of Borrower, Subsidiaries and RSPE’s; true-up of funds flows (including note amount) to/from RSPE’s) with Compliance Certificate Quarterly within 30 days Yes No 10K Annual financial statement (consolidated and 10Q consolidating Borrower and Subsidiaries; combined with RSPEs) (as applicableCPA Audited) with Compliance Certificate FYE within 180 days Yes No Annual operating budget, sales projections and operating plans approved by Board Approved Financial Projections Earlier of 7 days of board of directors Annual no later than 30 approval or 60 days after the end of each fiscal year FYE Yes No A/R & A/P AgingsHow much is Borrower’s Consolidated Cash (i.e. combined with Related Special Purpose Entities): $ Aggregate RSPE Loans made in immediately preceding fiscal quarter: $ (Maximum Permitted $2,000,000 per fiscal quarter) Has any RSPE failed to make payments of at least 85% of the applicable RSPE Loan within 90 days following funding of such RSPE Loan? Yes No. If Yes, Inventory Reportplease explain: The following are the exceptions with respect to the certification above: (If no exceptions exist, Borrowings Base Certificate Prior state “No exceptions to each Credit Extensionnote.”) aTyr Pharma, and monthly within 20 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes No Comments Regarding Exceptions: See Attached. Inc. BANK USE ONLY By: Received by: Sincerely, Name: AUTHORIZED SIGNER Title: Date: Verified: AUTHORIZED SIGNER Date: VerifiedCompliance Status: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of July 24, 2013, by and between Silicon Valley Bank (i“Bank”) 25% of New Equityand aTyr Pharma, Inc., a Delaware corporation (ii“Borrower”) 25% of Investors’ indebtedness actually advanced (after the initial advance thereofwhose address is 3500 Xxxx Xxxxxxx Court, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP)#250, not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3San Diego, CA 92121.
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Reporting Covenant Required Complies. Quarterly financial statements with Compliance Certificate Quarterly within 30 days (40 days for Borrower’s second fiscal quarter) Yes No Fiscal year end financials + CC Within 5 days of being publicly available but no later than 55 days FYE Yes No Annual financial statements statement (CPA Audited) FYI + XX XXX within 180 days Yes No Monthly financial statements (consolidated), Compliance Certificate and deferred revenue report Monthly within 30 days Yes No Quarterly financial statements (consolidating) Quarterly within 30 days Yes No 10K and 10Q (as applicable) Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual no later than 30 days after the end of each fiscal year Yes No A/R & A/P Agings, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly Deferred Revenue report Monthly within 20 30 days Yes No AQuarterly Invoices/R Audit Initial (within Purchase Orders As soon as available Yes No Annual Financial Projections Within 30 days of close) and Semi-Annual thereafter after Board Approval Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes No Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly by (i) 25% of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, and (iii) Pricing Reduction Applies Revenue ≥ 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80Plan Prime – 0.50% Yes No Revenue < 70% of the Board-approved forecast delivered to Lenders Plan Prime + 0.75% Yes No Net Cash ≥ $0.00 CHF = 0.20% Yes No Net Cash < $0.00 No CHF Yes No Pricing Reduction Trigger Required Actual Eligible for Reduction Revenue $__________ (70% of Plan) $__________ Yes No Net Cash $0.00 $__________ Yes No [Continued next page.] All other representations and warranties in accordance with Section 6.3.this Agreement are true and correct in all material respects on this date, and Borrower represents that there is no existing Event of Default. Sincerely, AEHR TEST SYSTEMS ________________________ Signature ________________________ Title ________________________ Date EXHIBIT C BORROWING RESOLUTIONS [see attached] EXHIBIT D BORROWING BASE CERTIFICATE Borrower: Aehr Test Systems Lender: Silicon Valley Bank Commitment Amount: $1,500,000 ACCOUNTS RECEIVABLE
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Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI within 180 days Yes No Monthly financial statements (consolidated), with Compliance Certificate and deferred revenue report Monthly within 30 days (except as set forth in the Loan Agreement) Yes No Quarterly financial statements (consolidating) with Compliance Certificate Quarterly within 30 45 days Yes No Annual financial statement (CPA Audited) + XX XXX within 90 days Yes No 10-Q, 10-K and 10Q (as applicable) Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual no later than 30 8-K Within 5 days after the end of each fiscal year Yes No A/R & A/P Agings, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly within 20 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings filing with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) SEC Yes No Financial Covenants Covenant Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50: 1.00 :1.00 Performance to Plan; Revenues 80% of Projected Revenues* % Yes No Minimum Tangible Net Worth * [*] The following are the exceptions with respect to the certification above: (quarterlyIf no exceptions exist, state “No exceptions to note.”) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes No Comments Regarding Exceptions: See Attached. BANK CERUS CORPORATION LENDER USE ONLY By: Received by: Sincerely, Name: AUTHORIZED SIGNER Title: Date: Verified: AUTHORIZED SIGNER Date: VerifiedCompliance Status: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE [ * increasingly by ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. ANNEX I [*] [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXHIBIT C DISBURSEMENT LETTER The undersigned, being the duly elected and acting President and CEO of CERUS CORPORATION, a Delaware corporation (i) 25% of New Equity“Borrower”), does hereby certify to OXFORD FINANCE CORPORATION, (ii“Lender”) 25% of Investors’ indebtedness actually advanced in connection with that certain Loan and Security Agreement dated on or about the date hereof by and between Borrower and Lender (after the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance “Loan Agreement”; with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 other capitalized terms used below having the meanings ascribed thereto in the event of any advance of the Investors’ IndebtednessLoan Agreement) at Bridge and $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.that:
Appears in 1 contract
Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI within 180 days Yes No Monthly financial statements (consolidated), Compliance Certificate and deferred revenue report Monthly within 30 days Yes No Quarterly financial statements Annual (consolidatingCPA Audited) Quarterly FYE within 30 120 days Yes No 10K and 10Q (as applicable) Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual no later than 30 days after the end of each fiscal year Yes No A/R & A/P Agings, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly Aging Monthly within 20 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ---------- -------- Maintain on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Required Actual Complies a Monthly Basis: Minimum Asset Coverage Quick Ratio (monthly) 1.50: 1.00 1.5:1.0 ______:1.00 1.0 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ $4,500,000 $_________ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes No Comments Regarding ExceptionsCOMMENTS REGARDING EXCEPTIONS: See Attached. SEE ATTACHED BANK USE ONLY Received byBy: Sincerely, AUTHORIZED SIGNER ---------------------- Date: ----------------------------- Verified: SIGNATURE AUTHORIZED SIGNER ------------------------- Date: TITLE ----------------------------- T/R SYSTEMS, INC. Compliance Status Status: Yes No DATE * increasingly by By: --------------------------------- Name: ------------------------------- Title: ------------------------------ AMENDED AND RESTATED REVOLVING PROMISSORY NOTE $2,000,000.00 October 16, 1998 FOR VALUE RECEIVED, the undersigned, T/R SYSTEMS, INC., a Georgia corporation (i) 25% "Borrower"), promises to pay to the order of New EquitySilicon Valley Bank, a California-chartered bank (ii) 25% of Investors’ indebtedness actually advanced (after "Bank"), at such place as the initial advance thereofholder hereof may designate, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP)the Loan and Security Agreement dated October 17, not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event 1997, as amended by that certain Loan Modification Agreement dated as of any advance March 31, 1998 and that certain Second Loan Modification Agreement as of the Investors’ Indebtedness) at Bridge date hereof between Borrower and $2,000,000 Bank ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered as amended, modified or supplemented from time to Lenders time in accordance with Section 6.3its terms, the "Loan Agreement") the principal sum of Two Million Dollars ($2,000,000.00) or such lesser amount as may constitute the unpaid principal amount of the Advances made by Bank to Borrower, in lawful money of the United States, and to pay interest in like money at such office or place from the date hereof to the date of payment in full hereof (whether by acceleration or otherwise) on the unpaid principal balance hereof at a rate per annum which shall be equal to one percentage point (1.00) in excess of the Prime Rate (as hereinafter defined) in effect from time to time, which interest rate shall change as the Prime Rate changes. Interest shall be payable monthly in arrears on the sixteenth (16th) calendar day of each month, commencing on November 16, 1998 until maturity, and thereafter on demand. Interest shall be calculated on the basis of actual days elapsed over a 360-day year. The unpaid principal amount of this Note, and accrued interest thereon, shall be payable on the Revolving Maturity Date, under and as defined in the Loan Agreement referred to hereinabove or earlier as hereinafter provided. Bank's computation of amounts outstanding hereunder from time to time shall be, as between Bank and Borrower, final, conclusive and binding for all purposes, absent manifest error.
Appears in 1 contract
Reporting Covenant Required Complies. Annual Quarterly financial statements (CPA Audited) FYI within 180 days Yes No Monthly financial statements (consolidated), Compliance Certificate and deferred revenue report Monthly Quarterly within 30 days Yes No Quarterly audits of Net Financed Balances Quarterly within 30 days Yes No Annual financial statements (consolidatingAudited) Quarterly FYE within 30 120 days Yes No 10K and 10Q (as applicable) As applicable Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual no later than Borrowing Base Cert. – Estimated Remaining Collections Monthly within 30 days after Yes No (Continued on Next Page) Compliance Certificate (Continued from Previous Page) Financial Covenant Required Actual Complies Funded Debt to EBITDA Not more than 2.0 to 1.0 to _ Yes No Tangible Net Worth Equal to at least 100% of Tangible Net Worth reported by Borrower at September 30, 2005, plus 25% of cumulative positive net income accrued since the end of such fiscal quarter, plus 100% of the net proceeds from any equity offering, calculated quarterly on the last day of each fiscal year Yes No A/R & A/P Agingsquarter, Inventory Report, Borrowings Base Certificate Prior it being understood that up to each Credit Extension, and monthly within 20 days Yes No A/R Audit Initial (within 30 days $100,000,000 worth of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance funds expended by Borrower on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% repurchase of Total Cash maintained with foreign subsidiaries $ /% (may Borrower’s capital stock shall not exceed 5%) Yes No Financial Covenants Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50: 1.00 :1.00 Yes No Minimum be deducted from Tangible Net Worth (quarterly) $ 8,000,000 * $ for purposes of this covenant. Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes No (Continued on Next Page) Compliance Certificate (Continued from Previous Page) Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Authorized Signer Date: Authorized Signatory of Borrower Verified: SIGNATURE AUTHORIZED SIGNER Authorized Signer Title Date: TITLE Date Compliance Status Yes No DATE * increasingly by (i) 25% EXHIBIT F Form of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.Asset Pool Report 11
Appears in 1 contract
Samples: Loan and Security Agreement (Portfolio Recovery Associates Inc)
Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI within 180 days Transaction Reports Weekly* Yes No Monthly financial statements (consolidated), with Compliance Certificate and deferred revenue report Monthly within 30 days Yes No Quarterly Annual financial statements statement (consolidatingCPA Audited) Quarterly + XX XXX within 30 180 days Yes No 10K and 10Q (as applicable) Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual no later than 30 days after the end of each fiscal year Yes No A/R & A/P Agings, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, Agings and monthly Deferred Revenue Report Monthly within 20 days Yes No A/R Audit Initial (Annual Board Approved Financial Projections FYE within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to * Required monthly during any Advance on “Eligible Inventory” Streamline Period and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No required at any time when no Obligations are outstanding Financial Covenants Covenant Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50Maintain on a Monthly Basis: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 20,000,000 ** $ Yes No Comments Regarding Exceptions** plus (i) 50% of quarterly Net Income after the Effective Date (without reduction for any losses), plus (ii) 50% of proceeds from the issuances of equity after the Effective Date, plus (iii) 50% of Subordinated Debt proceeds received by Borrower after the Effective Date Performance Pricing* Applies Adjusted Quick Ratio ³ 1.50:1.00 Greater of Prime or 4% Yes No Adjusted Quick Ratio < 1.50:1.00 (a) Greater of Prime or 4% +(b) 0.25% Yes No The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: See Attached(If no exceptions exist, state “No exceptions to note.”) BECEEM COMMUNICATIONS INC. By: Name: Title: BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Status: Yes No DATE * increasingly by (i) 25% of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.No
Appears in 1 contract
Samples: Loan and Security Agreement (Beceem Communications Inc)
Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI within 180 days Yes No Monthly financial statements (consolidated), with Compliance Certificate and deferred revenue report Monthly within 30 days Yes No Quarterly Annual financial statements statement (consolidatingCPA Audited) Quarterly + XX XXX within 30 180 days Yes No 10K and 10Q (as applicable) Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual no later than 30 days after the end of each fiscal year Yes No A/R & A/P Agings, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly Agings Monthly within 20 30 days Yes No A/R Audit Initial Deferred Revenue (if applicable) Monthly within 30 days Yes No Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of close) and Semi-Annual thereafter Board Approval Yes No Inventory Exam Prior to any Advance on “Performance Pricing Net Cash Applicable Rate Applies Borrowing Base Eligible Inventory” and Annually thereafter Net Cash ³ $15,000,000* WSJ Prime + 0.35% Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes Net Cash < $15,000,000* WSJ Prime + 1.75% Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total No Non-Formula Loans Net Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Non-Formula Applicable Rate Applies Non-Formula Loan Eligible* Net Cash ³ $15,000,000 WSJ Prime + 1.25% Yes No Yes Net Cash < $15,000,000 WSJ Prime + 1.25% Yes No No *-Borrower shall be Non-Formula Loan Eligible regardless of Borrower’s Net Cash through July 15, 2017 Financial Covenants Covenant Required Actual Complies Minimum Asset Coverage Compliance Adjusted Quick Ratio (monthly) 1.50: 1.00 )* 1.25:1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 Cash* $15,000,000 $ Yes No Minimum Unrestricted Cash in DDA and Cash Equivalents at each of Bridge Bank and Comerica $ 1,000,000 Bank’s Affiliates** $25,000,000 $ Yes No Comments Regarding ExceptionsEither: See AttachedUpon IPO prior to 7/15/17, deposit gross proceeds from IPO at Bank Otherwise, draw Subordinated Debt before July 15, 2017 $70,000,000 $20,000,000 $ $ Yes No Yes No * Commencing with the month ending November 30, 2017 ** Through October 31, 2017 but excluding month ending June 30, 2017 The following financial covenant analysis and other information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. BANK USE ONLY Received by: All other representations and warranties in this Agreement are true and correct in all material respects on this date, and Borrower represents that there is no existing Event of Default. Sincerely, AUTHORIZED SIGNER TINTRI, INC. Signature Title Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly by (i) 25% of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.
Appears in 1 contract
Reporting Covenant Required Complies. Annual Monthly consolidated and consolidating financial statements (CPA Audited) FYI within 180 days Yes No Monthly financial statements (consolidated), Compliance Certificate and deferred revenue report - Borrower prepared Monthly within 30 days when not on a Quarterly Streamline Period Yes No Quarterly consolidated financial statements (consolidating) Quarterly Quarter end within 30 days for each quarterly period in which Borrower is in a Quarterly Streamline Period and is not required to file with the SEC Yes No 10K and 10Q (as applicable) Quarterly consolidating financial statements – Borrower prepared Quarter end within 30 days for each quarterly period in which Borrower is in a Quarterly Streamline Period Yes No Annual operating budgetCompliance Certificate (i) during a Quarterly Streamline Period, sales projections and operating plans approved by board of directors Annual no later than 30 within thirty (30) days after the end of each fiscal year quarter, and (ii) at all other times when a Quarterly Streamline Period is not in effect, monthly, within thirty (30) days after the end of each month Yes No Annual financial statement (CPA Audited) (on a consolidated basis) FYE within 120 days for each FYE in which Borrower is not required to file with the SEC Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P AgingsAgings (i) during a Quarterly Streamline Period, Inventory Report, Borrowings Base Certificate Prior to within thirty (30) days after the end of each Credit Extensionquarter, and monthly (ii) at all other times when a Quarterly Streamline Period is not in effect, monthly, within 20 thirty (30) days after the end of each month Yes No A/R Audit Initial Transaction Reports (i) with each request for an Advance; (ii) during a Quarterly Streamline Period, quarterly, within 30 thirty (30) days after the end of closeeach quarter; (iii) during a Monthly Streamline Period, monthly, within thirty (30) days after the end of each month; and Semi-Annual thereafter (iii) weekly, on the last business Day of each week when a Streamline Period is not in effect Yes No Inventory Exam Prior Projections within thirty (30) days prior to any Advance on “Eligible Inventory” the end of each fiscal year of Borrower and Annually thereafter as updated and/or amended Yes No IP Report Annually within 30 daysThe following Intellectual Property was registered after the Effective Date (if no registrations, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachmentstate “None”) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Covenant Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50Maintain as indicated: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 Maximum Capital Expenditures ** $ Yes No Comments Regarding Exceptions: * See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly by (iSection 6.9(a) 25% of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, Loan and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. Security Agreement ** to increase to $3,000,000 ($4,000,000 in the event of any advance See Section 6.9(b) of the Investors’ Indebtedness) at Bridge Loan and $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.Security Agreement
Appears in 1 contract
Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI Borrowing Base Certificate With each request for an Advance, and monthly within 180 45 days Yes No Monthly financial statements (consolidated), Compliance Certificate and deferred revenue report Monthly within 30 45 days Yes No Borrower Servicer Report Monthly within 45 days Yes No Quarterly financial statements (consolidating) internal portfolio review package Quarterly within 30 60 days (other than with respect to Q4), within 120 days of Q4 Yes No 10K and 10Q (Notice of material changes to credit policy or risk rating system, or any risk rating changes within Borrower’s portfolio as applicable) reflected in the borrower service reports Immediately upon the occurrence thereof Yes No Annual operating budget, sales projections and operating plans approved Borrower’s Financial Covenants (tested quarterly) Required Actual Complies Minimum Cash at Bank $750,000 $_______________ Yes No Minimum Net Assets $275,000,000* $_________ Yes No Minimum Asset Coverage 200% _________ Yes No * increasing by board ninety percent (90%) of directors Annual no later than 30 days after any increase of net assets as of the end of each fiscal year Yes No A/R & A/P Agings(with no adjustment for any decreases in net assets), Inventory Reporttested as of the end of each fiscal quarter of Borrower, Borrowings Base Certificate Prior to each Credit Extension, and monthly within 20 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings commencing with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes No fiscal quarter ended September 30, 2015 Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly 154433396 v5 Schedule 1 SCHEDULE 1 - FORM OF LOAN AGREEMENT SUPPLEMENT LOAN AGREEMENT SUPPLEMENT No. [ ] LOAN AGREEMENT SUPPLEMENT No. [ ], dated _______________, 20____ (“Loan Supplement”), to the Loan and Security Agreement dated as of January 6, 2016 (as amended, restated, or otherwise modified from time to time, the “Loan Agreement”) by and between the undersigned OAKTREE STRATEGIC INCOME CORPORATION (if/k/a FIFTH STREET SENIOR FLOATING RATE CORP.) 25% (“Borrower”) and EAST WEST BANK (“Bank”). Capitalized terms used herein but not otherwise defined herein are used with the respective meanings given to such terms in the Loan Agreement. To secure the prompt payment by Borrower of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after all amounts from time to time outstanding under the initial advance thereofLoan Agreement, and (iii) 70% the performance by Borrower of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 all the terms contained in the event of any advance Loan Agreement, Borrower grants Bank, a first priority security interest in each Loan described in Annex A hereto, which Loans shall be deemed to be additional Collateral. The Loan Agreement is hereby incorporated by reference herein and is hereby ratified, approved and confirmed. Annex A (Loan Schedule) is attached hereto. The proceeds of the Investors’ IndebtednessLoans should be transferred to Borrower’s account with Bank set forth below: Bank Name: East West Bank Account No.: _______________ Borrower hereby certifies that (a) at Bridge the foregoing information is true and $2,000,000 correct and authorizes Bank to endorse in its respective books and records, the interest rate applicable on the funding date ($3,000,000 the “Funding Date”) of the Advance contemplated in connection with this Supplement and the Advance Request and the principal amount set forth below; (b) the representations and warranties made by Borrower in the event Loan Agreement are true and correct on the date hereof and shall be true and correct on such Funding Date. No Event of any advance Default has occurred and is continuing under the Loan Agreement. This Supplement may be executed by Borrower and Bank in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue same instrument. Advance Funding Date: _____________, 20____ Advance Amount: $____________ Interest Rate: ______% This Supplement is <80% delivered as of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.this day and year first above written. EAST WEST BANK OAKTREE STRATEGIC INCOME CORPORATION By: By: Name: Name: Title: Title: Annex A -- Description of Loans 154431683 v1
Appears in 1 contract
Samples: Loan and Security Agreement (Oaktree Strategic Income Corp)
Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI within 180 days Transaction reports and schedules of collections Weekly and with requests for Credit Extensions, but not if the Streamline Option is in effect. Yes No Monthly financial statements (consolidated)N/A Accounts receivable agings, Compliance Certificate aged by invoice date, accounts payable agings, aged by invoice date, and deferred revenue report outstanding or held check registers, if any + BB Monthly within 30 days of month end, but not if the Streamline Option is in effect Yes No Quarterly financial statements (consolidating) Quarterly within 30 days Yes No 10K and 10Q (as applicable) Yes No Annual operating budgetN/A Reconciliations of accounts receivable agings, sales projections and operating plans approved aged by board of directors Annual no later than 30 days after the end of each fiscal year Yes No A/R & A/P Agingsinvoice date, Inventory Report, Borrowings Base Certificate Prior to each Credit Extensiontransaction reports, and monthly within 20 days Yes No A/R Audit Initial (general ledger Monthly within 30 days of close) and Semi-Annual thereafter month end, but not if the Streamline Option is in effect Yes No N/A Perpetual inventory reports for Inventory Exam Prior to any Advance valued on “Eligible Inventory” and Annually thereafter a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) Monthly within 30 days of month end, but not if the Streamline Option is in effect Yes No IP Report Annually N/A Monthly unaudited financial statements + CC Monthly within 30 daysdays of month end Yes No N/A Annual operating budgets (including income statements, balance sheets, and promptly after filings with cash flow statements, each of the USPTO and/or Copyright Office foregoing, by month) for the upcoming fiscal year 30 days prior to FYE Yes No Deposit balances N/A Annual financial statements certified by, and with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) an unqualified opinion of, independent CPA Annually, within 120 days after FYE Yes No N/A Financial Covenants Covenant Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterlymonth end) $ 8,000,000 * From the Effective Date through December 31, 2005: $10,000,000 plus 50% of all consideration received after the Effective Date for equity securities and Subordinated Debt and 25% of quarterly net income $ Yes No Minimum Unrestricted Cash in DDA at each From January 1, 2006 and thereafter: $8,500,000 plus 50% of Bridge all consideration received after the Effective Date for equity securities and Comerica $ 1,000,000 ** Subordinated Debt and 25% of quarterly net income $ Yes No Outstanding Obligations under Loan Agreement* $0 $ Yes No N/A Comments Regarding Exceptions: See Attached. Sincerely, BANK USE ONLY FiberStars, Inc. Received by: Sincerely, AUTHORIZED SIGNER By: Date: Name: Verified: Title: Chief Financial Officer AUTHORIZED SIGNER Date: VerifiedCompliance Status: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly by (i) 25% of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.No
Appears in 1 contract
Reporting Covenant Required Complies. Annual Transaction Report (in connection with Advance) With each request for an Advance Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements (CPA Audited) FYI within 180 with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements (consolidated), with Compliance Certificate and deferred revenue report Monthly within Within 30 days of month end Yes No Quarterly Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 days of filings with the SEC but no later than 90 days after FYE (except for Parent’s audited consolidated annual financial statements (consolidatingcovering Parent’s fiscal year ended June 27, 2014, which must be delivered on or before December 5, 2014) Quarterly within 30 days Yes No 1010‑Q, 10‑K and 8-K and 10Q (as applicable) Within 5 days after filing with SEC Yes No Annual operating budget, sales projections budgets for upcoming fiscal year and board approval of such annual operating plans approved budgets Within 45 days prior to the FYE but evidence of board approval to be delivered by board September 15 of directors Annual no later than 30 days after the end of each such fiscal year Yes No A/R & A/P AgingsReport of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly within 20 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank individually or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes No Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly by (i) 25% of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and aggregate, $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.1,000,000 or more Promptly Yes No
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Reporting Covenant Required Complies. Quarterly financial statements with Compliance Certificate Quarterly within 45 days Yes No Annual financial statements statement (CPA Audited) FYI FYE within 180 days Yes No Monthly financial statements (consolidated), Compliance Certificate and deferred revenue report Monthly within 30 days Yes No Quarterly financial statements (consolidating) Quarterly within 30 120 days Yes No 10-Q, 10-K and 10Q (as applicable) 8-K Within 5 days after filing with SEC Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual no later than Projections 30 days after the end of each fiscal year Yes No A/R & A/P Agings, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly within 20 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) FYE Yes No Financial Covenants Covenant Required Actual Complies Minimum Asset Coverage Ratio Maintain at all times (monthlymeasured quarterly)* Adjusted EBITDA Loss (on a trailing twelve (12) 1.50month basis) See Section6.7 $ Yes No Liquidity > 1.50 : 1.00 :1.00 1.0 * Applicable only when Borrower’s Bank Liquidity is less than the Liquidity Threshold Performance Pricing for Advances Applies Trailing 12-month Adjusted EBITDA ≥ $0.00 LIBOR Rate + 2.75%/Prime Rate + 0.00% Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Trailing 12-month Adjusted EBITDA < $0.00 LIBOR Rate + 3.25%/Prime Rate + 0.50% Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Performance Pricing for the Term Loan Applies Trailing 12-month Adjusted EBITDA ≥ $0.00 LIBOR Rate + 3.00%/Prime Rate + 0.25% Yes No Comments Regarding ExceptionsTrailing 12-month Adjusted EBITDA < $0.00 LIBOR Rate + 3.50%/Prime Rate + 0.75% Yes No Determination of Unused Fee Applies Trailing 12-month Adjusted EBITDA ≥ $0.00 0.25% Yes No Trailing 12-month Adjusted EBITDA < $0.00 0.35% Yes No The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: See Attached(If no exceptions exist, state “No exceptions to note.”) IMPINJ, INC. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER By: Date: Name: Verified: SIGNATURE AUTHORIZED SIGNER Title: Date: TITLE Compliance Status Status: Yes No DATE * increasingly by (i) 25% of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.No
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Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI Monthly A/R and A/P agings, reconciliations and Transaction Report, deferred revenue schedule, inventory report and Consigned Collateral report Monthly within 180 20 days Yes No Monthly financial statements (consolidated), with Compliance Certificate and deferred revenue report Certificate; with information sufficient to permit Bank to calculate AQR Monthly within 30 days Yes No Quarterly Annual financial statements statement (consolidatingCPA Audited) Quarterly + XX XXX within 30 180 days Yes No Annual projections 60 days after FYE Yes No Transaction Report (if AQR is less than [***]) More frequent of weekly or with each request for an Advance Yes No 10-Q, 10-K and 10Q (as applicable) Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual no later than 30 8-K Within 5 days after the end of each fiscal year Yes No A/R & A/P Agings, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly within 20 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings filing with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) SEC Yes No Financial Covenants Covenant Required Actual Complies Maintain at all times, measured monthly: Minimum Asset Coverage Adjusted Quick Ratio (monthly) 1.50as follows: 1.00 From 6/30/2011 through 9/29/2011 [ ***] ____:1.00 Yes No From 9/30/2011 through 12/30/2011 [ ***] ____:1.00 Yes No From and after 12/31/2011 [ ***] ____:1.00 Yes No Maintain at all times, measured quarterly: Minimum Tangible Net Worth (quarterly) $ 8,000,000 * Free Cash Flow as follows: from 4/1/11 through 12/31/11 [ ***] $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge From and Comerica $ 1,000,000 after 1/1/2012 [ ** **] $ Yes No Comments Regarding ExceptionsPortions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The following are the exceptions with respect to the certification above: See Attached(If no exceptions exist, state “No exceptions to note.”) The following analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. BANK ALPHATEC SPINE, INC. LENDERS’ USE ONLY By: Received by: Sincerely, Name: AUTHORIZED SIGNER Title: Date: Verified: SIGNATURE AUTHORIZED SIGNER DateDATE: TITLE Compliance Status Status: Yes No DATE * increasingly by (i) 25% Portions of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after this Exhibit were omitted and have been filed separately with the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance Secretary of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in Commission pursuant to the event of any advance Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% Securities Exchange Act of 1934, as amended. BORROWING RESOLUTIONS CORPORATE BORROWING CERTIFICATE BORROWER: ALPHATEC SPINE, INC. DATE: August __, 2011 BANK: SILICON VALLEY BANK I hereby certify as follows, as of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.date set forth above:
Appears in 1 contract
Samples: Loan and Security Agreement (Alphatec Holdings, Inc.)
Reporting Covenant Required Complies. Annual audited consolidated and consolidating financial statements (CPA Audited) FYI and Compliance Certificate FYE within 180 days Yes No Monthly financial balance sheet , income statements and statements of cash (consolidated), Compliance Certificate and deferred Borrower prepared) Monthly within 30 days after each month Yes No Recurring revenue report Monthly within 30 days Yes No Quarterly financial statements (consolidating) Quarterly within 30 days Yes No 10K and 10Q (as applicable) after each month Yes No Annual operating budgetfinancial projections Annually, sales projections and operating plans approved by board of directors Annual no later than 30 within 45 days after the end start of each fiscal year Yes No A/R & A/P Agings, Inventory Report, Borrowings Base Compliance Certificate Prior to each Credit Extension, and monthly within 20 days Yes No A/R Audit Initial (Monthly within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) each month Yes No Financial Covenants Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50: 1.00 :1.00 Adjusted EBITDA $_______2 Yes No Churn Rate – one month period Not < -1% Yes No Churn Rate – trailing three month period Not < -2% Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Cash Amount $_______3 Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Liquidity $2,000,000 Yes No Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly 2 Insert applicable amount pursuant to Section 6.7(a). 3 Insert applicable amount pursuant to Section 6.7(c). Exhibit E 1 EXHIBIT F LIBOR LOAN CONTINUATION CERTIFICATE The undersigned hereby certifies as follows: I, ___________________, am the duly elected and acting ________________ of NTN Buzztime, Inc., a Delaware corporation (“Borrower”). This LIBOR Loan Continuation Certificate (this “Certificate”) is delivered by Borrower to East West Bank (i“Bank”) 25% pursuant to the Loan and Security Agreement dated as of New EquityApril 14, 2015 by and among Borrower and Bank (ii) 25% of Investors’ indebtedness actually advanced (after as amended, restated, supplemented or otherwise modified from time to time, the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP“Loan Agreement”), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 The terms used herein that are defined in the event of any advance of Loan Agreement have the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 same respective meanings herein as ascribed to them in the event of any advance of Loan Agreement. Borrower requests on ______________, 201_ a LIBOR Loan (the Investors’ Indebtedness“Loan”) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.as follows:
Appears in 1 contract
Reporting Covenant Required Complies. Quarterly consolidated and consolidating financial statements with Compliance Certificate The earlier of (i) quarterly, within 45 days and (ii) within 5 days after filing with the SEC Yes No Compliance Certificate Monthly within 25 days for each month that is not a quarter-end Yes No Annual financial statements statement (CPA Audited) FYI + XX XXX within 180 120 days Yes No Monthly financial statements (consolidated), Compliance Certificate and deferred revenue report Monthly within 30 days Yes No Quarterly financial statements (consolidating) Quarterly within 30 days Yes No 10K and 10Q (as applicable) Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual no later than 30 days after the end of each fiscal year Yes No A/R & A/P Agings, Inventory Report, Borrowings Borrowing Base Certificate Prior to each Credit Extension, and monthly Transaction Reports Monthly within 20 days 15 days* Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after Other filings with the USPTO and/or Copyright Office SEC or any other regulatory agency Within 10 days after filing Yes No Deposit balances with Bridge Projections Annually within FYE and when amended *Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica may, in its sole discretion, require Borrower to provide mid-month accounts receivable aging reports, unbilled revenue reports, cash receipt journals and other reports as may be required by Bank, in its sole discretion The following Intellectual Property was registered after the Effective Date and since the last Compliance Certificate was provided to the Bank (explain on attachmentif no registrations, state “None”) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Covenant Required Actual Complies Maintain: Minimum Asset Coverage Adjusted Quick Ratio (monthlyQuarterly) 1.50: 1.00 0.80:1.0 :1.00 1.0 Yes No Minimum Tangible Net Worth Consolidated EBITDA minus Capital Expenditures (quarterlyQuarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica Liquidity (Monthly) $ 1,000,000 ** $ Yes No Comments Regarding ExceptionsThe following financial covenant analyses and information set forth in Schedule I attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: See Attached(If no exceptions exist, state “No exceptions to note.”) IBASIS, INC. BANK USE ONLY Received by: Sincerely, By: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER Date: VerifiedCompliance Status: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly by (i) 25% Schedule 1 to Compliance Certificate Financial Covenants of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.Borrower Dated:
Appears in 1 contract
Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI FYE within 180 270 days (by 6/30/21 for FY 2019) Yes No Monthly Monthly/quarterly financial statements (consolidated), and Compliance Certificate and deferred revenue report Monthly within 30 days Yes No Quarterly financial statements (consolidating) Quarterly or quarterly within 30 days 45 days, as applicable Yes No 10K and 10Q (as applicable) Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual Annually no later than 30 90 days after to the end beginning of each fiscal year Yes No A/R & A/P AgingsAgings Monthly within 30 days or quarterly within 45 days, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly within 20 days as applicable Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica balance outside Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes No Comments Regarding Exceptions: BANK USE ONLY See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: SIGNATURE Verified: SIGNATURE AUTHORIZED SIGNER TITLE Date: TITLE DATE Compliance Status Yes No DATE * increasingly CORPORATE RESOLUTIONS TO BORROW Borrower: USER TESTING, INC., a California corporation I, the undersigned Secretary or Assistant Secretary of USER TESTING, INC., a California corporation (the “Corporation”), HEREBY CERTIFY that the Corporation is organized and existing under and by (i) 25% virtue of New Equitythe laws of the State of California. I FURTHER CERTIFY that the Articles of Incorporation and the Bylaws of the Corporation which were previously delivered to Bank remain true, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereofaccurate, and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect. I FURTHER CERTIFY that at a meeting of the Directors of the Corporation, duly called and held, at which a quorum was present and voting (iii) 70% or by other duly authorized corporate action in lieu of quarterly net profit after tax (determined in accordance with GAAPa meeting), not to exceed $10,000,000 through 12/31/11the following resolutions (the “Resolutions”) were adopted. ** to increase to $3,000,000 BE IT RESOLVED, that any one ($4,000,000 in the event of any advance 1) of the Investors’ Indebtedness) at Bridge following named officers, employees, or agents of this Corporation, whose actual signatures are shown below: NAMES POSITION ACTUAL SIGNATURES Xxx Xxxxxx CFO /s/ Xxx Xxxxxx Xxxx XxxXxxxxx CEO /s/ Xxxx XxxXxxxxx acting for and $2,000,000 on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and empowered: Borrow Money. To borrow from time to time from Western Alliance Bank, an Arizona corporation ($3,000,000 in “Bank”), on such terms as may be agreed upon between the event of any advance officers, employees, or agents of the Investors’ Indebtedness) at Comerica Corporation and Bank, such sum or sums of money as in their judgment should be borrowed, without limitation. Execute Loan Documents. To execute and deliver to Bank that certain Fifth Loan and Security Modification Agreement dated as of June 18, 2021, and any other agreement, document or instrument entered into in connection with the event Borrower’s quarterly revenue is <80% Loan and Security Agreement dated as of January 12, 2018, between Corporation and Bank, including any amendments, all as amended or extended from time to time (collectively, the Board-approved forecast delivered “Loan Documents”), and also to Lenders in accordance with Section 6.3execute and deliver to Bank one or more renewals, extensions, modifications, refinancings, consolidations, or substitutions for the Loan Documents, or any portion thereof.
Appears in 1 contract
Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI within 180 days Yes No Monthly financial statements (consolidated), Compliance Certificate and deferred revenue report Monthly within 30 days Yes No Quarterly financial statements (consolidating) Quarterly Compliance Certificate Monthly within 30 days Yes No 10K and 10Q Annual financial statement (as applicableCPA Audited) Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual no later than 30 days after the end of each fiscal year Yes No A/R & A/P Agings, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly FYE within 20 180 days Yes No A/R Audit Initial (10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board approved projections FYE within 30 days and contemporaneously with any updates or changes Yes No 409A Reports Annually, within 30 days of close) and Semi-Annual thereafter Board approval Yes No Inventory Exam Prior The following are new Restricted Licenses (see Section 6.7(b) of the Agreement): The following are the exceptions with respect to any Advance on the certification above: (If no exceptions exist, state “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 daysexceptions to note.”) HEALTH CATALYST, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes No Comments Regarding Exceptions: See AttachedINC. BANK USE ONLY By: Received by: Sincerely, Name: AUTHORIZED SIGNER Title: Date: Verified: AUTHORIZED SIGNER Date: VerifiedCompliance Status: SIGNATURE AUTHORIZED SIGNER Yes No EXHIBIT C LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: Date: TITLE Compliance Status Yes No DATE * increasingly LOAN PAYMENT: HEALTH CATALYST, INC. From Account # To Account # (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE:Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # (Loan Account #) (Deposit Account #) Amount of Term Loan Advance $ All Borrower’s representations and warranties in the Mezzanine Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (iABA) 25% of New Equity#: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (iiFor International Wire Only) 25% of Investors’ indebtedness actually advanced Intermediary Bank: Transit (after the initial advance thereofABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (iiiour) 70% of quarterly net profit after tax (determined funds transfer request shall be processed in accordance with GAAPand subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), not to exceed $10,000,000 through 12/31/11which agreements(s) were previously received and executed by me (us). ** to increase to $3,000,000 Authorized Signature: 2nd Signature ($4,000,000 in the event of if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: EXHIBIT D BORROWING RESOLUTIONS BE IT RESOLVED, that any advance one (1) of the Investors’ Indebtedness) at Bridge above named officers or employees of Borrower, acting for and $2,000,000 on behalf of Borrower, are authorized and empowered: Borrow Money. To borrow from time to time from Silicon Valley Bank ($3,000,000 “Bank”), on such terms as may be agreed upon between the officers of Borrower and Bank, such sum or sums of money as in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3their judgment should be borrowed.
Appears in 1 contract
Samples: Mezzanine Loan and Security Agreement (Health Catalyst, Inc.)
Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI within 180 days Yes No Monthly financial statements (consolidated), Compliance Certificate and deferred revenue report Monthly within 30 days Yes No Quarterly financial statements (consolidating) with Compliance Certificate* Quarterly within 30 days days* Yes No 10-Q, 10-K and 10Q 8-K + CC (as applicablewith 10-Q and 10-K) Within 5 days after filing with SEC Yes No Annual operating budgetBorrowing Base Certificate A/R and A/P Agings and Inventory reports Monthly within 20 days** Yes No * If the Credit Extensions at any time exceed the sum of permitted Non-Formula Advances plus seventy percent (70%) of Eligible Accounts, sales projections and operating plans approved by board of directors Annual no later than then Borrower shall thereafter provide monthly financial statements within 30 days after the end of each fiscal year Yes No A/R & A/P Agingsmonth ** Only if Advances (including any Credit Extensions pursuant to the provisions of Sections 2.1.2, Inventory Report2.1.3, Borrowings Base Certificate Prior to each Credit Extension, 2.1.4 and monthly within 20 days Yes No A/R Audit Initial (within 30 days 2.1.5) exceed permitted Non-Formula Advances or have exceeded permitted Non-Formula Advances or an Event of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Default has occurred Financial Covenants Covenant Required Actual Complies Maintain on a Quarterly Basis:*** Minimum Asset Coverage Adjusted Quick Ratio (monthly) 1.50: 1.00 .75:1.0 _____:1.00 1.0 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 Maximum EBITDA Loss**** $ 1,000,000 $ _______ Yes No Comments Regarding Exceptions*** If the Credit Extensions at any time exceed the sum of permitted Non-Formula Advances plus seventy percent (70%) of Eligible Accounts, then Borrower shall thereafter maintain each covenant as of the last day of each month **** Beginning April 1, 2007, this covenant shall be calculated on a cumulative basis for calendar year 2007, and beginning January 1, 2008, this covenant shall be calculated on a rolling twelve-month basis The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: See Attached. (If no exceptions exist, state “No exceptions to note.”) Sonic Innovations, Inc. BANK USE ONLY By: Received by: Sincerely, Name: AUTHORIZED SIGNER TITLE: DATE: HEARINGLife USA, Inc. Verified: AUTHORIZED SIGNER By: Date: VerifiedName: SIGNATURE AUTHORIZED SIGNER DateTitle: TITLE Compliance Status Status: Yes No DATE * increasingly by (i) 25% of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.No
Appears in 1 contract
Samples: Loan and Security Agreement (Sonic Innovations Inc)
Reporting Covenant Required Complies. Annual Quarterly financial statements with Compliance Certificate Quarterly within 30 days (CPA Audited40 days for Borrower’s second fiscal quarter) FYI within 180 days Yes No Monthly financial statements (consolidated), with Compliance Certificate and deferred revenue report Monthly within 30 days Yes No Quarterly financial statements (consolidating) Quarterly within 30 Fiscal year end financials + CC Within 5 days Yes No 10K and 10Q (as applicable) of being publicly available but no later than 55 days FYE Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual no later than 30 financial statement (CPA Audited) + XX XXX within 180 days after the end of each fiscal year Yes No A/R & A/P Agings, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly Deferred Revenue report Monthly within 20 30 days Yes No AQuarterly Invoices/R Audit Initial (within Purchase Orders As soon as available Yes No Annual Financial Projections Within 30 days of close) and Semi-Annual thereafter after Board Approval Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Pricing Reduction Applies Net Cash > $1,000,000 Prime – 0.50% Yes No IP Report Annually within 30 daysNet Cash ≤ $1,000,000 Prime + 0.75% Yes No Net Cash > $0.00 No CHF Yes No Net Cash ≤ $0.00 CHF = 0.20% Yes No Pricing Reduction Trigger Required Actual Eligible for Reduction Net Cash $0.00/$1,000,000 $__________ Yes No [Continued next page.] All other representations and warranties in this Agreement are true and correct in all material respects on this date, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% Borrower represents that there is no existing Event of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes No Comments Regarding Exceptions: See AttachedDefault. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER DateAEHR TEST SYSTEMS ________________________ Signature ________________________ Title ________________________ Date EXHIBIT D BORROWING BASE CERTIFICATE Borrower: VerifiedAehr Test Systems Lender: SIGNATURE AUTHORIZED SIGNER DateSilicon Valley Bank Commitment Amount: TITLE Compliance Status Yes No DATE * increasingly by (i) 25% of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.2,500,000 ACCOUNTS RECEIVABLE
Appears in 1 contract
Reporting Covenant Required Complies. Annual Transaction Report (in connection with Advance) With each request for an Advance Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements (CPA Audited) FYI within 180 with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements (consolidated), with Compliance Certificate and deferred revenue report Monthly within Within 30 days of month end Yes No Quarterly Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 days of filings with the SEC but no later than 90 days after FYE (except for Parent’s audited consolidated annual financial statements (consolidatingcovering Parent’s fiscal year ended June 27, 2014, which must be delivered on or before October 31, 2014) Quarterly within 30 days Yes No 1010‑Q, 10‑K and 8-K and 10Q (as applicable) Within 5 days after filing with SEC Yes No Annual operating budget, sales projections budgets for upcoming fiscal year and board approval of such annual operating plans approved budgets Within 45 days prior to the FYE but evidence of board approval to be delivered by board September 15 of directors Annual no later than 30 days after the end of each such fiscal year Yes No A/R & A/P AgingsReport of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly within 20 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank individually or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes No Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly by (i) 25% of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and aggregate, $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.1,000,000 or more Promptly Yes No
Appears in 1 contract
Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI within 180 days Yes No Annual Operating Projections Annually, at least 30 days prior to FYE ¨ ¨ Monthly financial statements (consolidated)Financial Statements Monthly, within 25 days ¨ ¨ Compliance Certificate and deferred revenue report Monthly Monthly, within 30 days Yes No Quarterly financial statements (consolidating) Quarterly within 30 ¨ ¨ 10K, 10Q and 8K Within 5 days Yes No 10K and 10Q (as applicable) Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual no later than 30 days after filing with the end of each fiscal year Yes No SEC ¨ ¨ A/R & and A/P Agings, Inventory ReportStatement of Deferred Revenues Monthly, Borrowings within 25 days ¨ ¨ Borrowing Base Certificate Prior to each Credit ExtensionMonthly, and monthly within 20 25 days Yes No ¨ ¨ A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No ¨ ¨ Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ ______________________ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No ______________________ Financial Covenants Covenant Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50: 1.00 :1.00 Yes No Minimum Monthly Adjusted Quick Ratio 1.25:1.00 _____:1.00 ¨ ¨ Minimum Monthly Tangible Net Worth See Agreement (quarterlySection 6.9) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes No _____ ¨ ¨ Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Bank Use Only Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: Received Date TITLE Verified Date DATE Compliance Status Yes No DATE * increasingly SCHEDULE OF EXCEPTIONS Permitted Indebtedness (Section 1.1) Permitted Investments (Section 1.1) Permitted Liens (Section 1.1) Inbound Licenses (Section 5.6) Prior Names (Section 5.7) Litigation (Section 5.8) CORPORATE RESOLUTIONS TO BORROW Borrower: DOCUMENT CAPTURE TECHNOLOGIES, INC. I, the undersigned Secretary or Assistant Secretary of DOCUMENT CAPTURE TECHNOLOGIES, INC. (the “Corporation”), HEREBY CERTIFY that the Corporation is organized and existing under and by (i) 25% virtue of New Equitythe laws of the State of Delaware. I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Certificate of Incorporation, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereofas amended, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance Bylaws of the Investors’ Indebtedness) at Bridge Corporation, each of which is in full force and $2,000,000 ($3,000,000 in effect on the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3date hereof.
Appears in 1 contract
Samples: Loan and Security Agreement (Document Capture Technologies, Inc.)
Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI Monthly Financial Statements Monthly within 180 45 days Yes No Monthly financial statements (consolidated), Compliance Certificate and deferred revenue report Monthly Audited Financial Statements Annually within 120 days after FYE Yes No Board Approved Projections Annually within 30 days after FYE Yes No Quarterly financial statements (consolidating) Quarterly Compliance Certificate Monthly within 30 45 days Yes No 10K and 10Q The following are the exceptions with respect to the certification above: (as applicableIf no exceptions exist, state “No exceptions to note.”) Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual no later than 30 days after the end of each fiscal year Yes No A/R & A/P Agings, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly within 20 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes No Comments Regarding Exceptions: See Attached--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- NUPATHE INC. BANK AGENT USE ONLY Received by: Sincerely, By: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER Date: VerifiedCompliance Status: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly EXHIBIT D – SECURED PROMISSORY NOTE SECURED PROMISSORY NOTE $ Dated: , 20 FOR VALUE RECEIVED, the undersigned, NUPATHE INC., a Delaware corporation (“Borrower”) HEREBY PROMISES TO PAY to the order of MIDCAP FUNDING III, LLC (“Lender”) the principal amount of DOLLARS ($ ) or such lesser amount as shall equal the outstanding principal balance of the Term Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of the Term Loan, at the rates and in accordance with the terms of the Loan and Security Agreement by and between Borrower and Midcap Funding III, LLC, as Agent, and the Lenders as defined therein (ias amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued interest hereunder and under the Loan Agreement shall be due and payable on Maturity Date as set forth in the Loan Agreement. Borrower agrees to pay any initial partial month interest payment from the date of this Secured Promissory Note (this “Note”) 25% to the first Payment Date (“Interim Interest”) on the first Payment Date. Principal, interest and all other amounts due with respect to the Term Loan, are payable in lawful money of New Equitythe United States of America to Lender as set forth in the Loan Agreement and this Note. The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. The Loan Agreement, among other things, (iia) 25% provides for the making of Investors’ indebtedness actually advanced (after the initial advance thereofa secured Term Loan to Borrower, and (iiib) 70% contains provisions for acceleration of quarterly net profit after tax (determined the maturity hereof upon the happening of certain stated events. This Note may not be prepaid except as set forth in Section 2.2(c) and Section 2.2(d) of the Loan Agreement. This Note and the obligation of Borrower to repay the unpaid principal amount of the Term Loan, interest on the Term Loan and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement. Presentment for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived. Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by Lender in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due. This Note shall be governed by, and construed and interpreted in accordance with GAAP)with, not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance laws of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event State of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3Maryland.
Appears in 1 contract
Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI FYE within 180 days Yes No Monthly financial statements (consolidated), Compliance Certificate and deferred revenue report Monthly within 30 days Yes No Quarterly financial statements (consolidating) Quarterly within 30 days Yes No 10K and 10Q (as applicable) Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual Annually no later than 30 days after the end of each fiscal year Yes No A/R & A/P Agings, Inventory Report, Borrowings Borrowing Base Certificate Prior to each Credit Extension, and monthly within 20 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 $9,875,000* $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 $2,000,000** $ Yes No Comments Regarding Exceptions: See Attached. BANK USE ONLY Sincerely, Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly increasing by (i) 25% of New Equity, (ii) 25% of the principal amount of the Investors’ indebtedness Indebtedness actually advanced (to Borrower after the initial advance thereofSecond Modification Date, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) 4,000,000 at Comerica in the event Borrower’s quarterly revenue is << 80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3. EXHIBIT C BORROWING BASE CERTIFICATE BRIDGE BANK and COMERICA BANK ENPHASE ENERGY, INC.: ACCOUNTS RECEIVABLE BORROWING BASE CALCULATION: As of Date: _______
Appears in 1 contract
Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI Monthly Financial Statements Monthly within 180 45 days Yes No Monthly financial statements (consolidated), Audited Financial Statements Annually within 150 days after FYE Yes No Board Approved Projections Annually within 90 days after FYE Yes No Compliance Certificate and deferred revenue report Monthly within 30 45 days Yes No Quarterly financial statements The following are the exceptions with respect to the certification above: (consolidatingIf no exceptions exist, state “No exceptions to note.”) Quarterly within 30 days Yes No 10K and 10Q (as applicable) Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual no later than 30 days after the end of each fiscal year Yes No A/R & A/P Agings, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly within 20 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50[NAME OF BORROWER] By: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes No Comments Regarding ExceptionsName: See Attached. BANK Title: AGENT USE ONLY Received by: Sincerely, AUTHORIZED SIGNER authorized signer Date: Verified: SIGNATURE AUTHORIZED SIGNER authorized signer Date: TITLE Compliance Status Status: Yes No DATE * increasingly by (i) 25% of New EquityExhibit D Form Of Secured Promissory Note $[__________] [__________ __], (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof20[__] FOR VALUE RECEIVED, FURIEX PHARMACEUTICALS, INC., a Delaware corporation, APBI HOLDINGS, LLC, a North Carolina limited liability company, DEVELOPMENT PARTNERS, LLC, a Delaware limited liability company, and GENUPRO, INC., a North Carolina corporation (iiieither individually or collectively as the context may require, the “Borrower”) 70% hereby promises to pay to the order of quarterly net profit after tax [_______________], or the holder of this Note (determined “Lender”) in care of MIDCAP FUNDING III, LLC, as agent under the Loan Agreement (as defined below), with an address of 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000, or such other place of payment as the holder of this Secured Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [__________] and No/100 Dollars ($[__________]), or such other principal amount as Lender has advanced to Borrower, together with interest in accordance with GAAP)the Loan Agreement (as hereinafter defined) (or if and when applicable, not at a rate equal to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 the Default Rate ($4,000,000 as defined in the event Loan Agreement) based upon a year consisting of any advance 360 days, with interest computed daily based on the actual number of days in each month until the Investors’ Indebtedness) at Bridge principal balance is paid in full. This Promissory Note is executed and $2,000,000 delivered in connection with that certain Amended and Restated Loan and Security Agreement of August 2, 2012 by and among Borrower, MidCap Funding III, LLC, as agent for Lenders, and Lender, and the other lenders named therein from time to time ($3,000,000 in as the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered same may from time to Lenders time be amended, modified, restated or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note, and upon any such Event of Default, all principal and interest and other obligations owing under this Promissory Note may be accelerated and declared immediately due and payable as provided for in the Loan Agreement. Reference to the Loan Agreement shall not affect or impair the absolute and unconditional obligation of Borrower to pay all principal and interest and premium, if any, under this Promissory Note upon demand or as otherwise provided herein Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the Uniform Commercial Code as in effect in the State of Maryland or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of Maryland. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of Maryland, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. Without limiting the generality of the preceding paragraph, the provisions of Section 6.311 of the Loan Agreement regarding jurisdiction, venue and jury trial waiver are incorporated herein.
Appears in 1 contract
Samples: Loan and Security Agreement (Furiex Pharmaceuticals, Inc.)
Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI Transaction Reports Non-Streamline: Weekly; Streamline: monthly within 180 15 days Yes No Monthly payable & receivable items, check registers, general ledger, & reconciliations Monthly within 15 days Yes No Monthly financial statements (consolidated), with Compliance Certificate and deferred revenue report Monthly within 30 days Yes No Quarterly Annual financial statements statement (consolidatingCPA Audited) Quarterly FYE within 30 120 days Yes No 10K Annual budgets and 10Q (as applicable) Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual no later than 30 days after the end of each fiscal year Yes No A/R & A/P Agings, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly within 20 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) FYE Yes No Financial Covenants Required Actual Complies Maintain on a Monthly Basis: Minimum Asset Liquidity Ratio (when required) 1.75:1.00 :1.00 Yes No Maximum Capital Expenditures * $ Yes No Minimum Fixed Charge Coverage Ratio (monthlywhen required) 1.50: 1.00 1.50:1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 EBITDA * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ See Loan Agreement Performance Pricing Applies Liquidity Ratio: greater or equal to 2.50 to 1.00 First Tier Rate Yes No Comments Regarding Exceptionsgreater or equal to 2.00 to 1.00, but less than 2.50 to 1.00 Second Tier Rate Yes No Less than 2.00 to 1.00, or Event of Default exists Regular Rate Yes No Streamline Period Streamline Requirement Met? See Loan Agreement Yes No Borrower is party to, or bound by, the following material Restricted Licenses that were not previously noted in the Perfection Certificate or a prior Compliance Certificate: See Attached. Borrower intends to register the following copyrights or mask works with the United States Copyright Office that were not previously noted in a prior Compliance Certificate: . Borrower has (i) obtained the following Patents, registered Trademarks, registered Copyrights, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, and (ii) applied for the following Patents and the registration of the following Trademarks; in each case, that were not previously noted in the Perfection Certificate or a prior Compliance Certificate (to be reported on as part of the Compliance Certificate due following the last month of each fiscal quarter): . The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) ATRICURE, INC. BANK USE ONLY Received by: Sincerely, BY: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER Date: VerifiedCompliance Status: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly by (i) 25% of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.No
Appears in 1 contract
Samples: Second Loan Modification Agreement (AtriCure, Inc.)
Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI FYE within 180 days (beginning FYE 2020) Yes No Monthly financial statements (consolidated), and Compliance Certificate and deferred revenue report Monthly within 30 days Yes No Quarterly financial statements (consolidating) Quarterly within 30 days Yes No 10K and 10Q (as applicable) Within 10 days of filing with SEC Yes No Annual operating budget, sales projections and operating plans budget approved by board of directors Annual no later than FYE within 30 days after the end and within 10 days of each fiscal year Board approved updates thereto Yes No A/R & A/P Agings, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly Agings Monthly within 20 30 days Yes No A/R Audit Initial The following Intellectual Property Collateral was registered after the Closing Date (within 30 days of closeif no registrations, state “None”) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings Deposit balance with the USPTO and/or Copyright Office PacWest $ __________________ Yes No Deposit balances balance with Bridge First Republic Bank $ __________________ Yes No Deposit balances balance with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No __________________ Financial Covenants Covenant Required Actual Complies Minimum Asset Coverage Maximum EBDA Deviation ($500,000.00) $__________ Yes No Adjusted Quick Ratio (monthly) 1.50: 1.00 1.25:1.00 _____:1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes No Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: ISPECIMEN INC. Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly by SCHEDULE OF EXCEPTIONS Permitted Indebtedness (iSection 1.1) 25% None. Permitted Investments (Section 1.1) None. Permitted Liens (Section 1.1) Lien granted to First Insurance Funding, a Division of New EquityLake Forest Bank & Trust Company, N.A. pursuant to that certain Premium Finance Agreement, dated as of August 5, 2021 Inbound Licenses (iiSection 5.6) 25% of Investors’ indebtedness actually advanced None. Prior Names (after the initial advance thereof, and Section 5.7) None. Litigation (iiiSection 5.8) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3None.
Appears in 1 contract