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EXHIBIT 10.54
[SILICON VALLEY LOGO] SILICON VALLEY BANK
AMENDMENT TO LOAN AGREEMENT
BORROWER: ALPHA MICROSYSTEMS
ADDRESS: 0000 XXXXX XXXXXXXX XXXXXX
XXXXX XXX, XXXXXXXXXX 00000
DATED: MARCH 3, 1997
THIS AMENDMENT TO LOAN AGREEMENT is entered into between SILICON VALLEY
BANK ("Silicon") and the borrower named above (the "Borrower").
The Parties agree to amend the Loan and Security Agreement between them
(the "Loan Agreement") dated July 10, 1995, as amended from time to time,
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. MODIFICATION TO FINANCIAL COVENANTS. The section of the Schedule to
the Loan Agreement entitled "Financial Covenants (Section 4.1)" is hereby
amended in its entirety to read as follows, effective as of December 1, 1996:
"FINANCIAL COVENANTS
(Section 4.1): Borrower shall comply with all of
the following covenants. Compliance
shall be determined as of the end of
each month, except as otherwise
specifically provided below:
QUICK ASSET RATIO: Borrower shall maintain a ratio of
"Quick Assets" to current liabilities of
not less than 2.50 to 1.
DEBT TO TANGIBLE
NET WORTH RATIO: Borrower shall maintain a ratio of total
liabilities to tangible net worth of
not more than .50 to 1.
LIQUIDITY RATIO Borrower shall maintain a ratio of
cash on hand (and cash equivalents) plus
50% of accounts receivable, less any
accounts receivable loan balances,
divided by the amount of Obligations of
not less than 1.50 to 1.
DEFINITIONS: "Current assets," and "current
liabilities" shall have the meanings
ascribed to them in accordance with
generally accepted accounting
principles.
"Tangible net worth" means the excess of
total assets over total liabilities,
determined in accordance with generally
accepted accounting principles,
excluding however all assets which would
be
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classified as intangible assets under
generally accepted accounting
principles, including without limitation
goodwill, licenses, patents, trademarks,
trade names, copyrights, capitalized
software and organizational costs,
licences and franchises.
"Quick Assets" means cash on hand or on
deposit in banks, readily marketable
securities issued by the United States,
readily marketable commercial paper
rated "A-1" by Standard & Poor's
Corporation (or a similar rating by a
similar rating organization),
certificates of deposit and banker's
acceptances, and accounts receivable
(net of allowance for doubtful
accounts).
DEFERRED REVENUES: For purposes of the above quick asset
ratio, deferred revenues shall not be
counted as current liabilities. For
purposes of the above debt to tangible
net worth ratio, deferred revenues shall
not be counted in determining total
liabilities but shall be counted in
determining tangible net worth for
purposes of such ratio. For all other
purposes deferred revenues shall be
counted as liabilities in accordance
with generally accepted accounting
principles.
SUBORDINATED DEBT: "Liabilities" for purposes of the
foregoing covenants do not include
indebtedness which is subordinated to
the indebtedness to Silicon under a
subordination agreement in form
specified by Silicon or by language in
the instrument evidencing the
indebtedness which is acceptable to
Silicon."
2. 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.
3. GENERAL PROVISIONS. This Amendment, the Loan Agreement, any prior
written amendments to the Loan Agreement signed by Silicon and the Borrower, and
the other written documents and agreements between Silicon and the 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 the Borrower shall continue in full force and effect and the same
are hereby ratified and confirmed.
BORROWER: SILICON:
ALPHA MICROSYSTEMS SILICON VALLEY BANK
BY_______________________________ BY_________________________________
PRESIDENT OR VICE PRESIDENT TITLE____________________________
BY_______________________________
SECRETARY OR ASS'T SECRETARY
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GUARANTOR'S CONSENT
The undersigned guarantor acknowledges that its consent to the
foregoing Amendment is not required, but the undersigned nevertheless does
hereby consent to the foregoing Amendment and to the documents and agreements
referred to therein and to all future modifications and amendments thereto, 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 Guaranty executed by the undersigned in
favor of Silicon, which is hereby ratified and affirmed and shall continue in
full force and effect.
ALPHAHEALTHCARE, INC.
By: _________________________________
Title:_______________________________
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