EXHIBIT 10.4
Streamline Facility Agreement
March 30, 2005
Onyx Software Corporation
0000-000xx Xxxxxx XX, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
Gentlemen:
Reference is made to the Loan and Security Agreement between you
("Borrower") and us ("Silicon") dated February 14, 2002 (as amended, restated,
supplemented, or otherwise modified from time to time, the "Loan Agreement").
Reference is also made to the Loan and Security Agreement (Exim Program) between
you ("Borrower") and us ("Silicon") dated May 5, 2003 (as amended, restated,
supplemented, or otherwise modified from time to time, the "Exim Loan
Agreement"). This Streamline Facility Agreement (this "Agreement"), the Loan
Agreement, the Exim Loan Agreement and all other written documents and
agreements between us are referred to herein collectively as the "Loan
Documents". Capitalized terms used, but not defined, in this Agreement shall
have the meanings set forth in the Loan Agreement.
This Streamline Facility Agreement amends and restates in its entirety
that certain Streamline Facility Agreement between you and us and dated October
8, 2002.
This will confirm the agreement of Silicon and Borrower that the following
provisions shall apply, effective from and after the date hereof, so long as:
(i) Borrower maintains unrestricted cash (and cash equivalents) at Silicon plus
"Minimum Excess Availability" (as defined below) equal to at least two times the
aggregate amount of the outstanding Revolving Loans under the Loan Agreement and
the Loans under the Exim Loan Agreement, including any amounts reserved against
such Loans that would otherwise be available to Borrower pursuant to the terms
thereof (including any amounts reserved against Revolving Loans and Loans with
respect to Letters of Credit) (the "Minimum Availability Requirement"), (ii) no
Default or Event of Default has occurred and is continuing; and (iii) Borrower
is not in breach of its obligations under this Agreement (such application of
the following provisions is referred to as the "Streamline Option"):
1. Monthly Borrowing Base. Within 20 days after the end of each month,
Borrower shall deliver to Silicon a Borrowing Base Certificate signed by the
Chief Executive Officer, President, Chief Financial Officer, Treasurer or
Controller of Borrower on Silicon's standard form, together with aged listings
of accounts receivable and accounts payable, and transaction reports including
sales, credit memoranda and collection journals and all other monthly reporting
requirements set forth in the Loan Agreement.
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2. Changes to Reporting Requirements. Daily delivery to Silicon of
transaction reports, schedules and assignments of Receivables, and schedules of
collections, as called for by Section 4.3 of the Loan Agreement and Exim Loan
Agreement, will not be required, but rather shall be provided as set forth in
Paragraph 1 above.
3. Standard Terms and Conditions Apply. Upon the earliest to occur of (a)
a breach of the Minimum Availability Requirement, (b) the occurrence of a
Default or Event of Default under the Loan Documents, or (c) a breach of
Borrower's obligations under this Agreement, all of the respective terms and
conditions of the Loan Agreement and Exim Loan Agreement that have been modified
by this Agreement will immediately revert to the respective standard terms and
conditions as provided for in the Loan Agreement or, as applicable, the Exim
Loan Agreement (without giving effect to this Agreement), which standard terms
will immediately go back into effect without any further action on the part of
Silicon or Borrower.
For the purposes hereof, "Minimum Excess Availability" shall mean the
amount equal to the following: (i) the advance rate under the Loan Agreement
multiplied by the amount of the Borrower's Eligible Receivables under the Loan
Agreement (not to exceed the Maximum Credit Limit) plus the advance rate under
the Exim Loan Agreement multiplied by the amount of the Borrower's Eligible
Receivables under the Exim Loan Agreement (not to exceed the Maximum Credit
Limit) less (ii) the principal amount of outstanding Loans under the Loan
Agreement and Exim Loan Agreement in the aggregate (including any amounts
reserved against Loans that would otherwise be available to Borrower pursuant to
the terms thereof exclusive of any amounts reserved against Loans with respect
to Letters of Credit).
This Agreement, the Loan Agreement, the Exim Loan Agreement and the other
Loan Documents set forth in full all of the representations and agreements of
the parties with respect to the subject matter hereof and supersede all prior
discussions, oral representations, oral agreements and oral understandings
between the parties with respect to the subject hereof. Except as herein
expressly amended, all of the respective terms and provisions of the Loan
Agreement, the Exim Loan Agreement and all other Loan Documents shall continue
in full force and effect and the same are hereby ratified and confirmed.
If the foregoing correctly sets forth our agreement, please sign the
enclosed copy of this Agreement and return it to us.
Sincerely yours,
Silicon Valley Bank
By /s/ XXXXX XXXXXXXX
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Title RELATIONSHIP MGR
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Accepted and agreed:
Borrower:
Onyx Software Corporation
By /s/ XXXXX X. XXXX
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TREASURER
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