SECOND LOAN MODIFICATION AGREEMENT
This SECOND LOAN MODIFICATION AGREEMENT is entered into as of August
27, 1997, by and between SILICON VALLEY BANK, a California-chartered bank with
its principal place of business at 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000 and
with a loan production office located at Wellesley Office Park, 00 Xxxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000, doing business under the name "Silicon
Valley East ("Bank"), and ENDOGEN, INC., a MASSACHUSETTS corporation with its
principal place of business at 00 XXXXXXXX XXX, XXXXXX, XXXXXXXXXXXXX 00000
("Borrower").
RECITALS
Borrower has borrowed money from Bank pursuant to certain Existing Loan
Documents, as defined below. In consideration of certain financial
accommodations from Bank, and Borrower's continuing obligations under the
Existing Loan Documents, Borrower and Bank agree as follows:
AGREEMENT
1. DESCRIPTION OF EXISTING INDEBTEDNESS. Among other indebtedness which
may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a
Revolving Promissory Note dated August 28, 1996 in the original principal amount
of EIGHT HUNDRED FIFTY THOUSAND AND NO/100THS DOLLARS ($850,000) (the "Revolving
Note") and a Term Promissory Note dated August 28, 1996 in the original
principal amount of FOUR HUNDRED THOUSAND AND NO/100THS DOLLARS ($400,000) (the
"Term Note"). The Revolving Note and the Term Note are governed by the terms of
a Loan and Security Agreement dated August 28, 1996 between Borrower and Bank,
as amended by a Loan Modification Agreement dated as of May 7, 1997 between
Borrower and Bank, and as such Loan and Security Agreement may be further
amended from time to time (the "Loan Agreement").
Hereinafter, all indebtedness owing by Borrower to Bank under the
Revolving Note, the Term Note and the Loan Agreement shall be referred to as the
"Indebtedness."
2. DESCRIPTION OF COLLATERAL. Repayment of the Indebtedness is secured
pursuant to the Loan Agreement. Hereinafter, the Loan Agreement, the Revolving
Note and the Term Note, together with all other documents securing payment of
the Indebtedness, shall be referred to as the "Existing Loan Documents."
3. DESCRIPTION OF CHANGES IN TERMS.
3.1 Modifications to Revolving Note. The Revolving Note is hereby
amended as follows:
The entire principal amount and all accrued interest shall be
due and payable on AUGUST 26, 1998.
3.2 Modifications to Definitions. Section 1.1 of the Loan Agreement is
hereby amended by substituting the following definitions for those set forth
therein for the same terms, and in the case of new definitions, by adding those
new definitions to that Section 1.1:
"Committed Equipment Line" means a credit extension of up to
TWO HUNDRED FIFTY THOUSAND AND NO/100THS Dollars ($250,000)
"Credit Extension" means each Advance, Equipment Advance,
Letter of Credit, Exchange Contract or any other extension of
credit by Bank for the benefit of Borrower hereunder.
"Equipment Advance" has the meaning set forth in Section
2.1.4.
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"Equipment Availability End Date" has the meaning set forth in
Section 2.1.4.
"Exchange Contract" has the meaning set forth in Section
2.1.3.
"Letter of Credit" means a letter of credit or similar
undertaking issued by Bank pursuant to Section 2.1.2.
"Letter of Credit Reserve" has the meaning set forth in
Section 2.1.2.
"Maturity Date" means March 27, 2001.
"Revolving Maturity Date" means August 26, 1998.
3.3 Modifications to Section 2.1 of Loan Agreement. Section 2.1
of the Loan Agreement is hereby replaced in its entirety
with the following
2.1 Credit Extensions. Borrower promises to pay to the order
of Bank, in lawful money of the United States of America, the
aggregate unpaid principal amount of all Credit Extensions
made by Bank to Borrower hereunder. Borrower shall also pay
interest on the unpaid principal amount of such Credit
Extensions at rates in accordance with the terms hereof.
2.1.1 Revolving Advances.
(a) Subject to and upon the terms and conditions of this
Agreement, Bank agrees to make Revolving Advances to Borrower
in an aggregate outstanding amount not to exceed (i) the
Committed Revolving Line or the Borrowing Base, whichever is
less, (ii) minus, the face amount of all outstanding Letters
of Credit (including drawn but unreimbursed Letters of
Credit), and (iii) minus the Foreign Exchange Reserve. Subject
to the terms and conditions of this Agreement, amounts
borrowed pursuant to this Section 2.1.1 may be repaid and
reborrowed at any time up to the Revolving Maturity Date.
(b) Whenever Borrower desires a Revolving Advance, Borrower
will notify Bank by facsimile transmission or telephone no
later than 3:00 p.m. Pacific time, on the Business Day that
the Revolving Advance is to be made. Each such notification
shall be promptly confirmed by a Payment/Advance Form in
substantially the form of Exhibit B hereto. Bank is authorized
to make Revolving Advances under this Agreement, based upon
instructions received from a Responsible Officer or a designee
of a Responsible Officer, or without instructions if in Bank's
discretion such Revolving Advances are necessary to meet
Obligations which have become due and remain unpaid. Bank
shall be entitled to rely on any telephonic notice given by a
person who Bank reasonably believes to be a Responsible
Officer or a designee thereof, and Borrower shall indemnify
and hold Bank harmless for any damages or loss suffered by
Bank as a result of such reliance. Bank will credit the amount
of Revolving Advances made under this Section 2.1 to
Borrower's deposit account.
(c) The Committed Revolving Line shall terminate on the
Revolving Maturity Date, at which time all Revolving Advances
under this Section 2.1.1 and other amounts due under this
Agreement (except as otherwise expressly specified herein)
shall be immediately due and payable.
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2.1.2 Letters of Credit.
(a) Subject to the terms and conditions of this Agreement,
Bank agrees to issue or cause to be issued Letters of Credit
for the account of Borrower in an aggregate outstanding face
amount not to exceed (i) the lesser of the Committed Revolving
Line or the Borrowing Base, whichever is less, (ii) minus the
then outstanding principal balance of the Advances; provided
that the face amount of outstanding Letters of Credit
(including drawn but unreimbursed Letters of Credit and any
Letter of Credit Reserve) shall not in any case exceed TWO
HUNDRED FIFTY THOUSAND AND NO/100THS Dollars ($250,000). Each
Letter of Credit shall have an expiry date no later than three
hundred sixty (360) days after the Revolving Maturity Date,
provided that Borrower's Letter of Credit reimbursement
obligation shall be secured by cash on terms acceptable to
Bank at any time after the Revolving Maturity Date if the term
of this Agreement is not extended by Bank. All Letters of
Credit shall be in form and substance acceptable to Bank in
its sole discretion and shall be subject to the terms and
conditions of Bank's form of standard Application and Letter
of Credit Agreement.
(b) The obligation of Borrower to immediately reimburse Bank
for drawings made under Letters of Credit shall be absolute,
unconditional and irrevocable, and shall be performed strictly
in accordance with the terms of this Agreement and such
Letters of Credit, under all circumstances whatsoever.
Borrower shall indemnify, defend, protect and hold Bank
harmless from any loss, cost, expense or liability, including,
without limitation, reasonable attorneys' fees, arising out of
or in connection with any Letters of Credit.
(c) Borrower may request that Bank issue a Letter of Credit
payable in a currency other than United States Dollars. If a
demand for payment is made under any such Letter of Credit,
Bank shall treat such demand as an Advance to Borrower of the
equivalent of the amount thereof (plus cable charges) in
United States currency at the then prevailing rate of exchange
in San Francisco, California, for sales of that other currency
for cable transfer to the country of which it is the currency.
(d) Upon the issuance of any Letter of Credit payable in a
currency other than United States Dollars, Bank shall create a
reserve under the Committed Revolving Line for letters of
credit against fluctuations in currency exchange rates, in an
amount equal to ten percent (10%) of the face amount of such
Letter of Credit (the "Letter of Credit Reserve"). The amount
of such Letter of Credit Reserve may be amended by Bank from
time to time to account for fluctuations in the exchange rate.
The availability of funds under the Committed Revolving Line
shall be reduced by the amount of such Letter of Credit
Reserve for so long as such Letter of Credit remains
outstanding.
2.1.3 Foreign Exchange Contract; Foreign Exchange
Settlements.
(a) Subject to the terms of this Agreement, Borrower may enter
into foreign exchange contracts (the "Exchange Contracts") not
to exceed an aggregate amount of TWO HUNDRED FIFTY THOUSAND
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AND NO/100THS Dollars ($250,000) (the "Contract Limit"),
pursuant to which Bank shall sell to or purchase from Borrower
foreign currency on a spot or future basis. Borrower shall not
request any Exchange Contracts at any time it is out of
compliance with any of the provisions of this Agreement. All
Exchange Contracts must provide for delivery or settlement on
or before the Revolving Maturity Date. The amount available
under the Committed Revolving Line at any time shall be
reduced by the following amounts (the "Foreign Exchange
Reserve") on any given day (the "Determination Date"): (i) on
all outstanding Exchange Contracts on which delivery is to be
effected or settlement allowed more than two business days
after the Determination Date, 10% of the gross amount of the
Exchange Contracts; plus (ii) on all outstanding Exchange
Contracts on which delivery is to be effected or settlement
allowed within two business days after the Determination Date,
100% of the gross amount of the Exchange Contracts.
(b) Bank may, in its discretion, terminate the Exchange
Contracts at any time (a) that an Event of Default occurs or
(b) that there is no sufficient availability under the
Committed Revolving Line and Borrower does not have available
funds in its bank account to satisfy the Foreign Exchange
Reserve. If Bank terminates the Exchange Contracts, and
without limitation of any applicable indemnities, Borrower
agrees to reimburse Bank for any and all fees, costs and
expenses relating thereto or arising in connection therewith.
(c) Borrower shall not permit the total gross amount of all
Exchange Contracts on which delivery is to be effected and
settlement allowed in any two business day period to be more
than $100,000 (the "Settlement Limit") nor shall Borrower
permit the total gross amount of all Exchange Contracts to
which Borrower is a party, outstanding at any one time, to
exceed the Contract Limit. Notwithstanding the above, however,
the amount which may be settled in any two (2) business day
period may be increased above the Settlement Limit up to, but
in no event to exceed, the amount of the Contract Limit under
either of the following circumstances:
(i) if there is sufficient availability under the Committed
Revolving Line in the amount of the Foreign Exchange Reserve
as of each Determination Date, provided that Bank in advance
shall reserve the full amount of the Foreign Exchange Reserve
against the Committed Revolving Line; or
(ii) if there is insufficient availability under the Committed
Revolving Line, as to settlements within any two (2) business
day period, provided that Bank, in its sole discretion, may:
(A) verify good funds overseas prior to crediting Borrower's
deposit account with Bank (in the case of Borrower's sale of
foreign currency); or (B) debit Borrower's deposit account
with Bank prior to delivering foreign currency overseas (in
the case of Borrower's purchase of foreign currency).
(d) In the case of Borrower's purchase of foreign currency,
Borrower in advance shall instruct Bank upon settlement either
to treat the settlement amount as an advance under the
Committed Revolving Line, or to debit Borrower's account for
the amount settled.
(e) Borrower shall execute all standard form applications and
agreements of Bank in connection with the Exchange Contracts
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and, without limiting any of the terms of such applications
and agreements, Borrower will pay all standard fees and
charges of Bank in connection with the Exchange Contracts.
(f) Without limiting any of the other terms of this Agreement
or any such standard form applications and agreement of Bank,
Borrower agrees to indemnify Bank and hold it harmless, from
and against any and all claims, debts, liabilities, demands,
obligations, actions, costs and expenses (including, without
limitation, attorneys' fees of counsel of Bank's choice), of
every nature and description which it may sustain or incur,
based upon, arising out of, or in any way relating to any of
the Exchange Contracts or any transactions relating thereto or
contemplated thereby.
2.1.4 Equipment Advances.
(a) Subject to and upon the terms and conditions of this
Agreement, at any time from the date hereof through April 8,
1998 (the "Equipment Availability End Date"), Bank agrees to
make advances (each an "Equipment Advance" and collectively,
the "Equipment Advances") to Borrower in an aggregate
outstanding amount not to exceed the Committed Equipment Line.
To evidence the Equipment Advance or Equipment Advances,
Borrower shall deliver to Bank, at the time of each Equipment
Advance request, an invoice for the equipment to be purchased
or financed The Equipment Advances shall be used only to
purchase or finance Equipment purchased on or after June 1,
1997 and shall not exceed ONE HUNDRED Percent (100%) of the
invoice amount of such equipment approved from time to time by
Bank, excluding taxes, shipping, warranty charges, freight
discounts and installation expense. Software and tenant
improvements may, however, constitute up to TWENTY FIVE
percent (25%) and THIRTY FIVE percent (35%), respectively, of
aggregate Equipment Advances. (b) Interest shall accrue from
the date of each Equipment Advance at a per annum rate equal
to ONE AND ONE-QUARTER (1.25) percentage points above the
Prime Rate and shall be payable monthly for each month through
the month in which the Equipment Availability End Date falls.
Any Equipment Advances that are outstanding on the Equipment
Availability End Date will be payable in THIRTY SIX (36) equal
monthly installments of principal, plus all accrued interest,
beginning on the Payment Date of each month following the
Equipment Availability End Date and ending on the Maturity
Date. Equipment Advances, once repaid, may not be reborrowed.
(c) When Borrower desires to obtain an Equipment Advance,
Borrower shall notify Bank (which notice shall be irrevocable)
by facsimile transmission to be received no later than 3:00
p.m. Pacific time one (1) Business Day before the day on which
the Equipment Advance is to be made. Such notice shall be
substantially in the form of Exhibit B. The notice shall be
signed by a Responsible Officer or its designee and include a
copy of the invoice(s) for the Equipment to be financed.
3.4 Modifications to Overadvances Provisions. Section 2.3 of the
Loan Agreement is hereby replaced in its entirety with the
following:
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2.3 Overadvances. If, at any time or for any reason, the
amount of Obligations owed by Borrower to Bank pursuant to
Sections 2.1.1, 2.1.2 and 2.1.3 of this Agreement is greater
than the Committed Revolving Line or the Borrowing Base,
whichever is less, then Borrower shall immediately pay to
Bank, in cash, the amount of such excess.
3.5 Modifications to Interest Rate Provisions. Sections 2.4(a)
and (b) of the Loan Agreement are hereby replaced in their
entirety with the following:
(a) Interest Rate. Except as set forth in Section 2.4(b), all
Advances shall bear interest on the average Daily Balance at a
rate equal to ONE (1.0) percentage point above the Prime Rate;
and the Term Loan shall bear interest on the average Daily
Balance at a rate equal to ONE AND ONE-QUARTER (1.25)
percentage points above the Prime Rate.
(b) Default Rate. All Obligations shall bear interest, from
and after the occurrence, and during the continuance, of an
Event of Default, at a rate equal to five (5) percentage
points above the interest rate applicable immediately prior to
the occurrence of the Event of Default.
3.6 Modifications to Term of Agreement. Section 2.8 of the Loan
Agreement is hereby replaced in its entirety with the
following:
2.8 Term. Except as otherwise set forth herein, this Agreement
shall become effective on the Closing Date and, subject to
Section 12.7, shall continue in full force and effect for a
term ending on the Maturity Date. Notwithstanding the
foregoing, Bank shall have the right to terminate its
obligation to make Credit Extensions under this Agreement
immediately and without notice upon the occurrence, and during
the continuance, of an Event of Default. Notwithstanding
termination, Bank's Lien on the Collateral shall remain in
effect for so long as any Obligations are outstanding.
3.7 Modifications to Financial Reporting Covenants. Section 6.3
of the Loan Agreement is hereby replaced in its entirety
with the following:
6.3 Financial Statements, Reports, Certificates. (i)
Borrower shall deliver to Bank:
(a) within five (5) days of filing with the SEC, copies of all
statements, reports and notices sent or made available
generally by Borrower to its security holders or to any
holders of Subordinated Debt and all reports on Form 10-K,
10-Q and 8-K filed with the Securities and Exchange
Commission;
(b) promptly upon receipt of notice thereof, a report of any
legal actions pending or threatened against Borrower or any
Subsidiary that could result in damages or costs to Borrower
or any Subsidiary of One Hundred Thousand Dollars ($100,000)
or more; and
(c) such budgets, sales projections, operating plans or other
financial information as Bank may reasonably request from time
to time.
(d) Within twenty-five (25) days after the last day of each
month, Borrower shall deliver to Bank a Borrowing Base
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Certificate signed by a Responsible Officer in substantially
the form of Exhibit C hereto, together with aged listings of
accounts receivable and accounts payable.
(e) Within five (5) days filing its Form 10-Q with the SEC,
Borrower shall deliver to Bank, with the Form 10-Q, a
Compliance Certificate signed by a Responsible Officer in
substantially the form of Exhibit D hereto.
(ii) Bank shall have a right from time to time hereafter to
audit Borrower's Accounts at Borrower's expense, provided that
such audits will be conducted no more often than every twelve
(12) months unless an Event of Default has occurred and is
continuing.
3.8 Modifications to Quick Ratio Covenant. Section 6.8 of the
Loan Agreement is hereby replaced in its entirety with the
following:
6.8 Quick Ratio. Borrower shall maintain, as of the last day
of each fiscal quarter beginning with the fiscal quarter
ending August 31, 1997, a ratio of Quick Assets to Current
Liabilities of at least 1.10 to 1.0.
3.9 Modifications to Debt-Net Worth Ratio Covenant. Section 6.9
of the Loan Agreement is hereby replaced in its entirety with
the following:
6.9 Debt-Net Worth Ratio. Borrower shall maintain, as of the
last day of each fiscal quarter beginning with the fiscal
quarter ending August 31, 1997, a ratio of Total Liabilities
less Subordinated Debt to Tangible Net Worth plus Subordinated
Debt of not more than 0.75 to 1.0.
3.10 Modifications to Tangible Net Worth Covenant. Section 6.10 of
the Loan Agreement is hereby replaced in its entirety with
the following:
6.10 Tangible Net Worth. Borrower shall maintain, as of the
last day of each fiscal quarter beginning with the fiscal
quarter ending August 31, 1997, a Tangible Net Worth of not
less than FOUR MILLION AND NO/100THS Dollars ($4,000,000).
3.11 Modifications to Profitability Covenant. Section 6.11 of the
Loan Agreement is hereby replaced in its entirety with the
following:
6.11 Profitability. Borrower shall be profitable for each
fiscal quarter beginning with the fiscal quarter ending August
31, 1997, except Borrower may suffer a loss no greater than
SEVENTY FIVE THOUSAND AND NO/100THS Dollars ($75,000) in any
one fiscal quarter in the fiscal year commencing October 1,
1997.
3.10 Modifications to Debt Service Covenant. Section 6.12 of the
Loan Agreement is hereby replaced in its entirety with the
following:
6.12 Minimum Debt Service. Borrower shall maintain, as of the
last day of each fiscal quarter beginning with the fiscal
quarter ending August 31, 1997, a Debt Service ratio of at
least 1.50 to 1.00.
3.11 Modifications to Default Provisions. References to "Advances"
in Sections 8.2, 8.4, 8.5 and 8.8 of the Loan Agreement are
hereby replaced with "Credit Extensions".
3.12 Modifications to Bank's Rights and Remedies. Sections
9.1(g)(1) and 9.1(g)(2) are hereby added to the Loan Agreement
as follows:
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(g)(1) Demand that Borrower (i) deposit cash with Bank in an
amount equal to the amount of any Letters of Credit remaining
undrawn, as collateral security for the repayment of any
future drawings under such Letters of Credit, and Borrower
shall forthwith deposit and pay such amounts, and (ii) pay in
advance all Letters of Credit fees scheduled to be paid or
payable over the remaining term of the Letters of Credit;
(g)(2) Liquidate any Exchange Contracts not yet settled and
demand that Borrower immediately deposit cash with Bank in an
amount sufficient to cover any losses incurred by Bank due to
liquidation of the Exchange Contracts at the then prevailing
market price;
3.13 Modifications to Exhibits. Exhibits C and D of the Loan Agreement
are hereby replaced in their entirety with Exhibits C and D to this Agreement.
4. FACILITY FEE. Borrower shall pay to Bank a Facility Fee equal to
FIVE THOUSAND FIVE HUNDRED AND NO/100THS Dollars ($5,500), which fee shall be
due upon delivery of this Second Loan Modification Agreement to Bank and shall
be fully earned and non-refundable. as well as any out-of-pocket expenses
incurred by the Bank through the date hereof, including reasonable attorneys'
fees and expenses, and after the date hereof, all Bank Expenses, including
reasonable attorneys' fees and expenses, as and when they become due.
5. CONDITIONS PRECEDENT TO FURTHER ADVANCES. The obligation of Bank to
make further advances to Borrower under this line is subject to the condition
precedent that Bank shall have received, in form and substance satisfactory to
Bank, the following:
(a) this Second Loan Modification Agreement and the
Equipment Line Promissory Note duly executed by Borrower;
(b) such other documents, and completion of such other
matters, as Bank may reasonably deem necessary or appropriate.
6. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended
wherever necessary to reflect the changes described in this Second Loan
Modification Agreement.
7. NO DEFENSES OF BORROWER. Borrower agrees that as of this date, it
has no defenses against any of the obligations to pay any amounts under the
Indebtedness.
8. CONTINUING VALIDITY. Borrower understands and agrees that (i) in
modifying the Existing Loan Documents, Bank is relying upon Borrower's
representations, warranties and agreements, as set forth in the Existing Loan
Documents, (ii) except as expressly modified pursuant to this Second Loan
Modification Agreement (including the effects of Section 6 hereof), the Existing
Loan Documents remain unchanged and in full force and effect, (iii) Bank's
agreement to modify the Existing Loan Documents pursuant to this Second Loan
Modification Agreement shall in no way obligate Bank to make any future
modifications to the Existing Loan Documents, (iv) it is the intention of Bank
and Borrower to retain as liable parties all makers and endorsers of the
Existing Loan Documents, unless a party is expressly released by Bank in
writing, (v) no maker, endorser or guarantor will be released by virtue of this
Second Loan Modification Agreement, and (vi) the terms of this Section 8 apply
not only to this Second Loan Modification Agreement but also to all subsequent
loan modification agreements, if any.
9. EFFECTIVENESS. This Agreement shall become effective only when it
shall have been executed by Borrower and Bank (provided, however, in no event
shall this Agreement become effective until signed by an officer of Bank in
California).
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as a sealed instrument as of the date first set forth above.
"Borrower": ENDOGEN, INC. "Bank": SILICON VALLEY BANK, doing business
as SILICON VALLEY EAST
By: By:
------------------------------ ------------------------------
Xxxx X. Xxxxxxx, President Xxxxxxx X. Xxxxx, VP
SILICON VALLEY BANK
By:
-------------------------------
Title:
----------------------------
(Signed in Santa Xxxxx County, California)
EXHIBITS C AND D FOLLOWS
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EXHIBIT C
BORROWING BASE CERTIFICATE
Borrower: Endogen, Inc. Lender: Silicon Valley Bank
00 Xxxxxxxx Xxx 0000 Xxxxxx Xxxxx
Xxxxxx, XX 00000 Xxxxx Xxxxx, XX 00000
Commitment Amount: $850,000
ACCOUNTS RECEIVABLE
1. Accounts Receivable Book Value as of ________________ $__________
2. Additions (please explain on reverse) $__________
3. TOTAL ACCOUNTS RECEIVABLE $__________
ACCOUNTS RECEIVABLE DEDUCTIONS
4. Amounts over 90 days due $_________
5. Credit Balances Applied to Over 90-Day Accounts $_________
6. Balance of 50% over 90 day accounts $_________
7. Concentration Limits $_________
8. Ineligible Foreign Accounts $_________
9. Governmental Accounts $_________
10. Contra Accounts $_________
11. Promotion or Demo Accounts $_________
12. Intercompany/Employee Accounts $_________
13. Other (please explain on reverse) $_________
14. TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS $_________
15. Eligible Accounts (#3 - #14) $_________
16. LOAN VALUE OF ACCOUNTS (75% of #15) $_________
BALANCES
17. Maximum Loan Amount $ 850,000
18. Total Funds Available (Lesser of #17 or #16) $_________
19. Present balance owing on Line of Credit $_________
20. Outstanding under Sublimits (L/C - $250,000, FX - $250,000) $_________
21. RESERVE POSITIVE (#18 - #19 + #20) $_________
The undersigned represents and warrants that the foregoing is true, complete and
correct, and that the information reflected in this Borrowing Base Certificate
complies with the representations and warranties set forth in the Loan and
Security Agreement dated August 28, 1996, as may be amended from time to time,
between the undersigned and Silicon Valley Bank.
COMMENTS:
BANK USE ONLY
Rec'd By:
----------------
Auth. Signer
Date:
--------------------
ENDOGEN, INC. Verified:
-----------------
Auth. Signer
By: Date:
-------------------- --------------------
Authorized Signer
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EXHIBIT D
COMPLIANCE CERTIFICATE
Borrower: Endogen, Inc. Lender: Silicon Valley Bank
00 Xxxxxxxx Xxx 0000 Xxxxxx Xxxxx
Xxxxxx, XX 00000 Xxxxx Xxxxx, XX 00000
The undersigned authorized officer of ENDOGEN, INC. hereby certifies
that in accordance with the terms and conditions of the Loan and Security
Agreement dated AUGUST 28, 1996 between Borrower and Bank, as amended (the "Loan
Agreement"), (i) Borrower is in complete compliance for the period ending
___________ of all required conditions and terms except as noted below and (ii)
all representations and warranties of Borrower stated in the Agreement are true,
accurate and complete in all material respects as of the date hereof. Attached
herewith are the required documents supporting the above certification. The
Officer further certifies that these are prepared in accordance with Generally
Accepted Accounting Principals (GAAP) and are consistent from one period to the
next except as explained in an accompanying letter or footnotes.
Please indicate compliance status by circling Yes/No under '"Complies" column
Reporting Covenant Required Complies
------------------ -------- --------
SEC Form 10Q Within 5 days of SEC filing Yes No
SEC Form 10K Within 5 days of SEC filing Yes No
A/R & A/P Agings Monthly within 25 days Yes No
A/R Audit Annual Yes No
Financial Covenants Required Actual Complies
------------------- -------- ------ --------
Maintain on a Quarterly Basis:
------------------------------
Minimum Quick Ratio commencing 8/31/97 1.10:1.0 __________:1.0 Yes No
Maximum Debt/TNW 0.75:1.0 __________:1.0 Yes No
Minimum TNW $4,000,000 $__________ Yes No
Minimum Profitability * $1 $__________ Yes No
Minimum Debt Service 1.5:1.0 __________:1.0 Yes No
* Maximum loss of $75,000 allowed in any one quarter during the fiscal year
commencing 9/1/97.
Comments Regarding Exceptions:
On behalf of Borrower, the Officer further acknowledges that at any such time as
Borrower is out of compliance with any of the terms set forth in the Agreement,
including, without limitation, any of the financial covenants, Borrower cannot
receive any advances.
Sincerely,
BANK USE ONLY
-------------------------- Received by:
Signature ---------------------------
Date:
-------------------------- ----------------------------------
TITLE Verified:
------------------------------
-------------------------- Date:
DATE ----------------------------------
Compliance Status: Yes No
