EXHIBIT 10.30
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SILICON VALLEY BANK
AMENDMENT TO LOAN DOCUMENTS
BORROWER: XXXXXXX INSTRUMENT COMPANY
DATE: MAY 31, 2000
THIS AMENDMENT TO LOAN DOCUMENTS is entered into between SILICON VALLEY
BANK ("Silicon") and the borrower named above ("Borrower").
The Parties agree to amend the Loan and Security Agreement between them,
dated June 5, 1998, (as amended, if at all, the "Loan Agreement"), as follows,
effective as of the date hereof. (Capitalized terms used but not defined in this
Amendment shall have the meanings set forth in the Loan Agreement.)
1. MODIFIED SCHEDULED MATURITY DATE.
(a) Section 6.1 of the Loan Agreement is amended and restated in
its entirety to read as follows:
"6.1 MATURITY DATE. This Agreement shall continue in
effect until the maturity date set forth on the Schedule (the
"Maturity Date"), subject to Sections 6.2 and 6.3 below."
(b) Section 4 of the Schedule is amended and restated in its
entirety to read as follows:
"4. MATURITY DATE
(Section 6.1): June 5, 2001."
2. MODIFIED CREDIT LIMIT. Section 1 of the Schedule is amended and
restated in its entirety to read as follows:
"1. INTEREST RATE
(Section 1.1): Revolving Loans. Loans (the `Revolving Loans') in
an amount up to the lesser of $12,000,000, or the
sum of (1) and (2) below:
(a) Accounts Loans. 80% of the amount of
Borrower's Eligible Receivables (as defined
in Section 8 above), plus
(b) Inventory Loans. an amount not to exceed
the lesser of:
(i) 20% of the value of Borrower's
Eligible Inventory ( as defined
in Section 8 above), calculated
at the lower of cost or market
SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT
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value and determined on a
first-in, first-out basis, or
(ii) an amount equal to 40% of
Borrower's Eligible Receivables,
or
(iii) $2,500,000,
provided that Silicon may revise the
advance rates with respect to
Inventory set forth above in Silicon's
good faith business judgment based on
independent third-party appraisals of
the Inventory made by appraisers
selected by Silicon."
3. MODIFIED INTEREST RATE. Section 2 of the Schedule is amended and
restated in its entirety to read as follows:
"2. INTEREST RATE
(Section 1.2):
Revolving Loans: A rate equal to the "Prime Rate"
in effect from time to time plus 1.0% per annum.
Interest shall be calculated on the basis of a
360-day year for the actual number of days
elapsed. "Prime Rate" means the rate announced
from time to time by Silicon as its "prime rate;"
it is a base rate upon which other rates charged
by Silicon are based, and it is not necessarily
the best rate available at Silicon. The interest
rate applicable to the Obligations shall change on
each date there is a change in the Prime Rate."
4. NEW FINANCIAL COVENANT. Section 5 of the Schedule is hereby amended
and restated in its entirety to read as follows:
"5. FINANCIAL COVENANT
(Section 5.1): Borrower shall comply with the following covenant.
Compliance shall be determined as of the end of
each month:
MINIMUM TANGIBLE
NET WORTH: Borrower shall maintain a Tangible Net
Worth of not less than $5,000,000.
DEFINITIONS. For purposes of the foregoing
financial covenants, the following term shall have
the following meaning:
"Liabilities" shall have the meaning ascribed
thereto by generally accepted accounting
principles. "Tangible Net Worth" shall mean the
excess of total assets over total liabilities,
determined in accordance with generally accepted
accounting principles, with the following
adjustments:
(A) there shall be excluded from assets: (i)
notes, accounts receivable and other obligations
owing to the
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SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT
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Borrower from its officers or other Affiliates,
and (ii) all assets which would be classified as
intangible assets under generally accepted
accounting principles, including without
limitation goodwill, licenses, patents,
trademarks, trade names, copyrights, capitalized
software and organizational costs, licenses and
franchises
(B) there shall be excluded from
liabilities: all indebtedness which is
subordinated to the Obligations under a
subordination agreement in form specified by
Silicon or by language in the instrument
evidencing the indebtedness which is acceptable to
Silicon in its discretion."
5. FEE. In consideration of Silicon's execution of this Amendment,
Borrower agrees to pay Silicon a fee in the amount of $120,000, concurrently
with the execution of this Amendment, which fee shall be deemed fully earned
upon Silicon's execution of this Amendment, and may be charged to any account of
Borrower maintained with Silicon.
6. REPRESENTATIONS TRUE. Borrower represents and warrants to Silicon
that all representations and warranties set forth in the Loan Agreement, as
amended hereby, are true and correct.
7. GENERAL PROVISIONS. This Amendment, the Loan Agreement, any prior
written amendments to the Loan Agreement signed by Silicon and Borrower, and the
other written documents and agreements between Silicon and Borrower set forth in
full all of the representations and agreements of the parties with respect to
the subject matter hereof and supersede all prior discussions, representations,
agreements and understandings between the parties with respect to the subject
hereof. Except as herein expressly amended, all of the terms and provisions of
the Loan Agreement, and all other documents and agreements between Silicon and
Borrower shall continue in full force and effect and the same are hereby
ratified and confirmed.
BORROWER: SILICON:
XXXXXXX INSTRUMENT COMPANY SILICON VALLEY BANK
By /s/ Xxxxxxx Xxxxxxxx By /s/ Silicon Valley Bank
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President or Vice President Title SVP
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By /s/ Xxxx Xxxxxx
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Secretary or Ass't Secretary
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SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT
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Acknowledged and Agreed:
GREYROCK CAPITAL,
A DIVISION OF BANC OF AMERICA
COMMERCIAL FINANCE
CORPORATION
By /s/ Greyrock Capital
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Title V.P.
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SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT
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CONSENT
The undersigned acknowledge that their consent to the foregoing Agreement
is not required, but the undersigned nevertheless do hereby consent to the
foregoing Agreement and to the documents and agreements referred to therein and
to all future modifications and amendments thereto, and any termination thereof,
and to any and all other present and future documents and agreements between or
among the foregoing parties. Nothing herein shall in any way limit any of the
terms or provisions of the Continuing Guaranties of the undersigned, all of
which are hereby ratified and affirmed.
QIC HOLDING CORP.
By: /s/ Xxxx Xxxxxx
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Title: Secretary
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