Bank of America
================================================================================
Amendment to Documents
AMENDMENT NO. 1 TO BUSINESS LOAN AGREEMENT
This Amendment No. 1 (the "Amendment") dated as of February 29, 2000, is
between Bank of America, N. A. formerly known as Bank of America NT & SA (the
"Bank") and Advanced Machine Vision Corporation (the "Borrower").
RECITALS
A. The Bank and the Borrower entered into a certain Business Loan Agreement
dated as of April 12, 1999 (the "Agreement").
B. The Bank and the Borrower desire to amend the Agreement.
AGREEMENT
1. Definitions. Capitalized terms used but not defined in this Amendment shall
have the meaning given to them in the Agreement.
2. Amendments. The Agreement is hereby amended as follows:
1. FACILITY NO. 1: LINE OF CREDIT AMOUNT AND TERMS IS RESTATED IN ITS
ENTIRETY.
1.1 Line of Credit Amount.
(a) During the availability period described below, the Bank will
provide a line of credit to the Borrower. The Amount of the line
of credit (the "Facility No. 1 Commitment") is Two Million and
00/100 Dollars ($2,000,000.00).
(b) This is a revolving line of credit providing for cash advances.
During the availability period, the Borrower may repay principal
amounts and reborrow them.
(c) The Borrower agrees not to permit the outstanding principal
balance of advances under the line of credit to exceed the
Facility No. 1 Commitment and the limitations specified in
paragraph 1.3 below.
1.2 Availability Period. The line of credit is available between the date
of this agreement and April 30, 2000, or such earlier date as the
availability may terminate as provided in this Agreement (the
"Facility No. 1 Expiration Date").
1.3 Borrowing Base.
(a) Marketable Collateral. The Borrower's obligations to the Bank
under this facility will be secured by marketable collateral of
the following types and otherwise acceptable to the Bank:
Advance Margin Call
Collateral Type Percentage Percentage
--------------- ---------- ----------
Cash 100% 100%
U. S. Government Securities 90% 95%
U. S. Agency Securities 80% 85%
Auction Securities, Corporate
Bonds, Com'l Paper 80% 85%
Investment grade only: A1/P1 or better.
(b) Advance Rate. No extension of credit will be made under this
facility if, as a result, the principal balance outstanding under
this facility would exceed the Borrowing Base. The "Borrowing
Base" is the sum of the amounts determined by multiplying the
Collateral Value by the Advance Percentage for each type of
collateral securing this facility.
(c) Margin Call. The principal balance outstanding under this
facility must not exceed at any one time the sum of the amounts
determined by multiplying the Collateral Value by the Margin Call
Percentage for each type of collateral securing this facility. If
this limit is exceeded, the Borrower shall have two banking days
from the date the Borrower is notified by the Bank of such
noncompliance, to either pledge additional collateral acceptable
to the Bank, in its sole discretion, or reduce the principal
balance outstanding under this facility so that, in either case,
the principal balance outstanding is less than the Borrowing
Base. This two-day notice period and opportunity to cure shall
not apply if the collateral threatens to decline speedily in
value, and in such case the Borrower agrees that the Bank may
immediately at the Bank's sole option (i) declare amounts due
under this Agreement to be immediately due and payable, and/or
(ii) sell all or any part of the collateral.
(d) The "Collateral Value" of collateral shall be determined at any
given time as follows:
(i) Collateral Value will be the market value of the securities
pledged as determined from time to time by the Bank's
Corporate Treasury/Institutional Investment Sales office in
Seattle.
(e) If no event of default has occurred under this Agreement or would
result from such action, the Borrower may (i) sell or trade the
collateral, or substitute new collateral for existing collateral,
or (ii) withdraw any part of the collateral, provided that, in
any event, the new collateral shall be acceptable to the Bank in
its sole discretion and the principal balance outstanding under
this facility shall be less than the Borrowing Base.
(f) If any of the collateral is ever margin stock, the Borrower will
provide the Bank a Form U-1 Purpose Statement, and the Bank and
the Borrower will comply with the restrictions imposed by
Regulation U of the Federal Reserve, which may require a
reduction in the Advance Percentage of the margin stock
collateral.
(g) If any of the collateral is or may be considered restricted or
control securities for purposes of Rule 144 of the Securities and
Exchange Commission, the Borrower shall provide, in form and
substance acceptable to the Bank, such information concerning the
securities as may be required by the Bank, together with an
agreement regarding Rule 144 executed by the owner of the
securities. The Advance Percentage and Margin Call Percentage for
securities covered by Rule 144 may be set by the Bank at a lower
rate than specified above.
For regulatory reasons, the Bank will not accept as collateral
Ineligible Securities while they are being underwritten by Banc
of America Securities LLC, or for thirty days thereafter. Banc of
America Securities LLC is a wholly-owned subsidiary of Bank of
America Corporation, and is a registered broker-dealer which is
permitted to underwrite and deal in certain Ineligible
Securities. "Ineligible Securities" means securities which may
not be underwritten or dealt in by member banks of the Federal
Reserve System under Section 16 of the Banking Act of 1933 (12
U.S.C. ss. 24, Seventh), as amended.
1.4 Interest Rate.
(a) Unless the Borrower elects an optional interest rate as described
below, the interest rate is the Bank's Prime Rate plus 0.5
percentage points.
(b) The Prime Rate is the rate of interest publicly announced from
time to time by the Bank as its Prime Rate. The Prime Rate is set
by the Bank based on various factors, including the Bank's costs
and desired return, general economic conditions and other
factors, and is used as a reference point for pricing some loans.
The Bank may price loans to its customers at, above, or below the
Prime Rate. Any change in the Prime Rate shall take effect at the
opening of business on the day specified in the public
announcement of a change in the Bank's Prime Rate.
1.5 Repayment Terms
(a) The Borrower will pay interest on February 28, 2000, and then
monthly thereafter until payment in full of any principal
outstanding under this line of credit.
(b) The Borrower will repay in full all principal and any unpaid
interest or other charges outstanding under this line of credit
no later than the Facility No. 1 Expiration Date.
(c) Any interest period for an optional interest rate (as described
below) shall expire no later than the Expiration Date.
1.6 Optional Interest Rates. Instead of the interest rate based on the
Bank's Prime Rate, the Borrower may elect the optional interest rates
listed below during interest periods agreed to by the Bank and the
Borrower. The optional interest rates shall be subject to the terms
and conditions described later in this Agreement. Any principal amount
bearing interest at an optional rate under this Agreement is referred
to as a "Portion." The following optional interest rates are
available:
(a) The IBOR Rate plus 2.35 percentage points.
2. OPTIONAL INTEREST RATES.
2.1 Optional Rates. Each optional interest rate is a rate per year.
Interest will be paid on the last day of each interest period, and on
the first day of each month during the interest period. At the end of
any interest period, the interest rate will revert to the rate based
on the Prime Rate, unless the Borrower has designated another optional
interest rate for the Portion. No Portion will be converted to a
different interest rate during the applicable interest period. Upon
the occurrence of an event of default under this Agreement, the Bank
may terminate the availability of optional interest rates for interest
periods commencing after the default occurs.
2.2 IBOR Rate. The election of IBOR Rates shall be subject to the
following terms and requirements.
(a) The interest period during which the IBOR Rate will be in effect
will be no shorter than 30 days and no longer than one year. The
last day of the interest period will be determined by the Bank
using the practices of the offshore dollar inter-bank market.
(b) Each IBOR Rate Portion will be for an amount not less than the
following:
(i) for interest periods of 91 days or longer, Five Hundred
Thousand Dollars ($500,000).
(ii) For interest periods of between 30 days and 90 days, Five
Hundred Thousand Dollars ($500,000).
(c) The Borrower may not elect an IBOR Rate with respect to any
principal amount which is scheduled to be repaid before the last
day of the applicable interest period.
(d) The "IBOR Rate" means the interest rate determined by the
following formula, rounded upward to the nearest 1/100 of one
percent. (All amounts in the calculation will be determined by
the Bank as of the first day of the interest period.)
IBOR Rate = IBOR Base Rate
---------------------------
(1.00 - Reserve Percentage)
Where,
(i) "IBOR Base Rate" means the interest rate at which the Bank's
Grand Cayman Branch, Grand Cayman, British West Indies,
would offer U.S. dollar deposits for the applicable interest
period to other major banks in the offshore dollar
inter-bank market.
(ii) "Reserve Percentage" means the total of the maximum reserve
percentages for determining the reserves to be maintained by
member banks of the Federal Reserve System for Eurocurrency
Liabilities, as defined in Federal Reserve Board Regulation
D, rounded upward to the nearest 1/100 of one percent. The
percentage will be expressed as a decimal, and will include,
but not be limited to, marginal, emergency, supplemental,
special, and other reserve percentages.
(e) Each prepayment of an IBOR Rate Portion, whether voluntary, by
reason of acceleration or otherwise, will be accompanied by the
amount of accrued interest on the amount prepaid, and a
prepayment fee as described below. A "prepayment" is a payment of
an amount on a date earlier than the scheduled payment date for
such amount as required by this Agreement.
(f) The prepayment fee shall be in an amount sufficient to compensate
the Bank for any loss, cost or expense incurred by it as a result
of the prepayment, including any loss of anticipated profits and
any loss or expense arising from the liquidation or reemployment
of funds obtained by it to maintain such Portion or from fees
payable to terminate the deposits from which such funds were
obtained. The Borrower shall also pay any customary
administrative fees charged by the Bank in connection with the
foregoing. For purposes of this paragraph, the Bank shall be
deemed to have funded each Portion by a matching deposit or other
borrowing in the applicable inter-bank market, whether or not
such Portion was in fact so funded.
(g) The Bank will have no obligation to accept an election for an
IBOR Rate Portion if any of the following described events has
occurred and is continuing:
(i) dollar deposits in the principal amount, and for periods
equal to the interest period, of an IBOR Rate Portion are
not available in the offshore dollar inter-bank market; or
(ii) the IBOR Rate does not accurately reflect the cost of an
IBOR Rate Portion.
2.3 Paragraph 4.1 is amended to read in its entirety as follows:
4.1 Personal Property. The Borrower's obligations to the Bank under
this Agreement will be secured by personal property the Borrower
now owns or will own in the future as listed below. The
collateral is further defined in security agreement(s) executed
by the Borrower. In addition, all personal property collateral
securing this Agreement shall also secure all other present and
future obligations of the Borrower to the Bank (excluding any
consumer credit covered by the Federal Truth in Lending law,
unless the Borrower has otherwise agreed in writing). All
personal property collateral securing any other present or future
obligations of the Borrower to the Bank shall also secure this
Agreement.
(a) Cash.
(b) Marketable securities.
For regulatory reasons, the Bank will not accept as collateral
Ineligible Securities while they are being underwritten by Banc
of America Securities LLC, or for thirty days thereafter. Banc of
America Securities LLC is a wholly-owned subsidiary of Bank of
America Corporation, and is a registered broker-dealer which is
permitted to underwrite and deal in certain Ineligible
Securities. "Ineligible Securities" means securities which may
not be underwritten or dealt in by member banks of the Federal
Reserve System under Section 16 of the Banking Act of 1933 (12
U.S.C. ss. 24, Seventh), as amended.
2.4 Paragraph 4.2 is deleted in its entirety.
2.5 In Subparagraph 5.3(b) the account number "2801407797" is substituted
for the account number "2801300995."
2.6 In Subparagraph 5.4(a) the account number "2801407797" is substituted
for the account number "2801300995."
3. Representations and Warranties. When the Borrower signs this
Amendment, the Borrower represents and warrants to the Bank that: (a)
there is no event which is, or with notice or lapse of time or both
would be, a default under the Agreement except those events, if any,
that have been disclosed in writing to the Bank or waived in writing
by the Bank, (b) the representations and warranties in the Agreement
are true as of the date of this Amendment as if made on the date of
this Amendment, (c) this Amendment is within the Borrower's powers,
has been duly authorized, and does not conflict with any of the
Borrower's organizational papers, and (d) this Amendment does not
conflict with any law, agreement, or obligation by which the Borrower
is bound.
4. Effect of Amendment. Except as provided in this Agreement, all of the
terms and conditions of the Agreement shall remain in full force and
effect.
This Amendment is executed as of the date stated at the beginning of this
Agreement.
Bank of America, N.A. Advanced Machine Vision Corporation
By:_______________________________ By:__________________________________
Xxxx X. Steel
Vice President, Finance and CFO
By:__________________________________
Xxxxxxx X. Xxxxx
Chairman, President and CEO
