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10(f) Line of Credit Agreement, dated January 9, 1997, with Silicon Valley Bank
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[LOGO] SILICON VALLEY BANK
AMENDMENT TO LOAN AND SECURITY AGREEMENT
BORROWER: CAM DATA SYSTEMS, INC.
ADDRESS: 00000 XXXXXXX XXXXXX, XXXXX 000
XXXXXXXX XXXXXX, XXXXXXXXXX 00000
DATE: JANUARY 9, 1997
THIS AMENDMENT TO LOAN AND SECURITY 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,
dated June 30, 1992, as amended by that certain Amendment to Loan Agreement
dated July 7, 1993, as amended by that Amendment to Loan Agreement dated June
28, 1994, as amended by that Amendment to Loan Agreement dated July 17, 1995, as
amended by that Amendment to Loan and Security Agreement dated July 18, 1996 (as
so amended and as otherwise amended from time to time, the "Loan Agreement"), as
follows. (Capitalized terms used but not defined in this Amendment, shall have
the meanings set forth in the Loan Agreement.)
1. AMENDED SCHEDULE. The Schedule to Loan and Security Agreement is
amended, effective on the date hereof, to read as set forth on the Amended
Schedule to Loan and Security Agreement attached hereto.
2. FACILITY FEE. Borrower shall concurrently pay to Silicon a facility
fee in the amount of $2,800, which shall be in addition to all interest and all
other fees payable to Silicon and shall be non-refundable.
3. 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. Further, the Borrower hereby represents
and warrants to Silicon that all information provided to Silicon in the
Representations and Warranties form dated July 2, 1996 remains complete and
accurate as of the date hereof and the agreements, representations and
warranties set forth in such form are hereby incorporated into this Agreement as
though set forth herein in full.
4. 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
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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:
CAM DATA SYSTEMS, INC. SILICON VALLEY BANK
BY BY
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PRESIDENT OR VICE PRESIDENT TITLE
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BY
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SECRETARY OR ASS'T SECRETARY
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[LOGO] SILICON VALLEY BANK
AMENDED SCHEDULE TO
LOAN AND SECURITY AGREEMENT
BORROWER: CAM DATA SYSTEMS, INC.
ADDRESS: 00000 XXXXXXX XXXXXX, XXXXX 000
XXXXXXXX XXXXXX, XXXXXXXXXX 00000
DATE: JANUARY 9, 1997
CREDIT LIMIT
(Section 1.1):
An amount not to exceed the lesser of: (i) $1,500,000 at any one time
outstanding; or (ii) 75% of the Net Amount of Borrower's accounts, which Silicon
in its discretion deems eligible for borrowing. "Net Amount" of an account means
the gross amount of the account, minus all applicable sales, use, excise and
other similar taxes and minus all discounts, credits and allowances of any
nature granted or claimed; PROVIDED THAT prior to the satisfactory completion of
an audit pursuant to Section 4.5 of the Loan Agreement, Loans hereunder shall in
no event exceed $500,000.
Without limiting the fact that the determination of which accounts are eligible
for borrowing is a matter of Silicon's discretion, the following will not be
deemed eligible for borrowing: accounts outstanding for more than 90 days from
the invoice date, accounts subject to any contingencies, accounts owing from an
account debtor outside the United States (unless pre-approved by Silicon in its
discretion, or backed by a letter of credit satisfactory to Silicon, or FCIA
insured satisfactory to Silicon), accounts owing from one account debtor to the
extent they exceed 25% of the total eligible accounts outstanding, accounts
owing from an affiliate of Borrower, and accounts owing from an account debtor
to whom Borrower is or may be liable for goods purchased from such account
debtor or otherwise. In addition, if more than 50% of the accounts owing from an
account debtor are outstanding more than 90 days from the invoice date or are
otherwise not eligible accounts, then all accounts owing from that account
debtor will be deemed ineligible for borrowing.
LETTERS OF CREDIT SUBLIMIT
Silicon, in its discretion, will from time to time during the term of this
Agreement issue letters of credit for the account of the Borrower ("Letters of
Credit"), in an aggregate amount at any one time outstanding not to exceed
$500,000, upon the request of the Borrower and upon execution and delivery by
the Borrower of Applications for Letters of Credit and such other documentation
as Silicon shall specify (the "Letter of Credit
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Documentation"). Fees for the Letters of Credit shall be as provided in the
Letter of Credit Documentation.
The Credit Limit set forth above and the Loans available under this Agreement at
any time shall be reduced by the face amount of Letters of Credit from time to
time outstanding.
INTEREST RATE (Section 1.2):
A rate equal to the "Prime Rate" in effect from time to time, plus 1.00% 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.
LOAN ORIGINATION FEE
(Section 1.3):
SEE AMENDMENT TO LOAN AND SECURITY AGREEMENT OF EVEN DATE.
MATURITY DATE
(Section 5.1):
JANUARY 8, 1998
PRIOR NAMES OF BORROWER
(Section 3.2):
SILVER PLUS
TRADE NAMES OF BORROWER
(Section 3.2):
NONE
OTHER LOCATIONS AND ADDRESSES
(Section 3.3):
0000 XXXXXX XXX., XXXXXXX XXXX, XX 00000; AND
000 XXXXXXX XXXXXX, XXXXXX, XX 00000
MATERIAL ADVERSE LITIGATION
(Section 3.10):
NONE
NEGATIVE COVENANTS-EXCEPTIONS
(Section 4.6):
Without Silicon's prior written consent, Borrower may do the following, provided
that, after giving effect thereto, no Event of Default has occurred and no event
has occurred which, with notice or passage of time or both, would constitute an
Event of Default, and provided that the following are done in compliance with
all applicable laws, rules and regulations: (i) repurchase shares of Borrower's
stock pursuant to any employee stock purchase or benefit plan, provided that the
total amount paid by Borrower for such stock does not exceed $100,000 in any
fiscal year.
FINANCIAL COVENANTS
(Section 4.1):
Borrower shall comply with all of the following covenants. Compliance shall be
determined as of the end of each quarter, except as otherwise specifically
provided below:
QUICK ASSET RATIO:
Borrower shall maintain a ratio of "Quick Assets" to current liabilities of not
less than 1.25 to 1.
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TANGIBLE NET WORTH:
Borrower shall maintain a tangible net worth of not less than $2,500,000.
DEBT TO TANGIBLE
NET WORTH RATIO:
Borrower shall maintain a ratio of total liabilities to tangible net worth of
not more than 1.00 to 1.
PROFITABILITY
Borrower shall not incur a loss (after taxes) in any fiscal year, except that in
a single fiscal quarter during each fiscal year Borrower may incur a loss (after
taxes) in an amount not to exceed $200,000.
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 classified as intangible assets
under generally accepted accounting principles, including without limitation
goodwill, licenses, patents, trademarks, trade names, copyrights, 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).
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.
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.
OTHER COVENANTS
(Section 4.1):
Borrower shall at all times comply with all of the following additional
covenants:
1. BANKING RELATIONSHIP. Borrower shall at all times maintain its primary
banking relationship with Silicon.
2. BORROWING BASE CERTIFICATE AND LISTING. At all times that any Obligations
remain outstanding, within 20 days after the end of each month, Borrower shall
provide Silicon with a Borrowing Base Certificate in such form as Silicon shall
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specify, and an aged listing of Borrower's accounts receivable and accounts
payable. At all other times, within 30 days after the end of each fiscal
quarter, Borrower shall provide Silicon with a Borrowing Base Certificate in
such form as Silicon shall specify, and an aged listing of Borrower's accounts
receivable. Additionally, prior to any new Loans being advanced, Borrower shall
provide Silicon with a current Borrowing Base Certificate in such form as
Silicon shall specify, and an aged listing of Borrower's accounts receivable and
accounts payable.
3. INDEBTEDNESS. Without limiting any of the foregoing terms or provisions of
this Agreement, Borrower shall not in the future incur indebtedness for borrowed
money, except for (i) indebtedness to Silicon, and (ii) indebtedness incurred in
the future for the purchase price of or lease of equipment in an aggregate
amount not exceeding $100,000 at any time outstanding.
4. COPYRIGHT SECURITY AGREEMENT. Borrower shall continue in full force and
effect the Security Agreement in Copyrighted Works, executed by Borrower in
favor of Silicon. The Borrower shall cause the Security Agreement in Copyrighted
Works to remain in full force and effect while any Obligations remain
outstanding.
5. ACCOUNTS RECEIVABLE AUDITS. No accounts receivable audits as set forth under
Section 4.5 of this Agreement shall be required during periods in which no
Obligations remain outstanding. An accounts receivable audit as set forth under
Section 4.5 of this Agreement shall be conducted and completed, with
satisfactory results, within 30 days after any new Loan is made hereunder.
Additionally, at all times that
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any Obligations remain outstanding, the accounts receivable audits by third
parties retained by Silicon as set forth in Section 4.5 of this Agreement shall
be conducted on a semi-annual basis.
BORROWER:
CAM DATA SYSTEMS, INC.
BY
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PRESIDENT OR VICE PRESIDENT
BY
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SECRETARY OR ASS'T SECRETARY
SILICON:
SILICON VALLEY BANK
BY
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TITLE
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