AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT
Exhibit 99.1
AMENDMENT NO. 2 TO
AMENDMENT NO. 2 dated as of March 30, 2006 to LOAN AND SECURITY AGREEMENT among SILICON VALLEY BANK (“Bank”), 3D SYSTEMS CORPORATION, a Delaware corporation (the “Company”), and its Subsidiary, 3D SYSTEMS, INC., a California corporation (“3D California;” the Company and 3D California being herein individually referred to as a “Borrower” and collectively referred to herein, jointly and severally, as the “Borrowers”), joined in for the purposes of Section 5 of this Agreement by (i) 3D HOLDINGS LLC, a Delaware limited liability company, (ii) 3D SYSTEMS ASIA PACIFIC LIMITED, a California corporation, and (iii) 3D CAPITAL CORPORATION, a California corporation (each individually being herein individually referred to as a “Guarantor” and collectively referred to herein, jointly and severally, as the “Guarantors”).
WITNESSETH:
WHEREAS, the Bank and the Borrowers are parties to a Loan and Security Agreement dated as of June 30, 2004, as heretofore amended (the “Credit Agreement”), and the other Loan Documents provided for in the Credit Agreement;
WHEREAS, the parties desire to amend certain provisions of the Credit Agreement as set forth in this Agreement;
WHEREAS, the Guarantors have guaranteed the Obligations of the Borrowers pursuant to the Guaranties; and
WHEREAS, terms used herein in capitalized form that are not defined herein are used herein as defined in the Credit Agreement;
NOW, THEREFORE, the parties agree as follows:
Section 1. Effective Date. The amendments to the Credit Agreement set forth herein shall be effective as of March 30, 2006 (the “Second Amendment Effective Date”).
Section 2. Location of Inventory and Equipment. Section 6.6 of the Credit Agreement, as heretofore amended, shall be and is amended as of the Second Amendment Effective Date to read in its entirety as follows:
“6.6 The Company and its domestic Subsidiaries may relocate assets in the ordinary course of business (which shall include the business activities conducted with the Outsourced Suppliers), which assets are located, as of the Second Amendment Effective Date, primarily at the locations identified on Schedule 6.6, as amended. The Company shall provide such additional
information regarding the location of Inventory and Equipment that constitutes Collateral, as reasonably requested by the Bank. The Company will give the Bank ten (10) Business Days prior written notice of any change in the location of the chief executive office of the Company or any domestic Subsidiary, which chief executive office is, as of the Second Amendment Effective Date, identified on Schedule 6.6.”
Section 3. Schedule 6.6. Schedule 6.6, as heretofore amended, to the Credit Agreement shall be and is amended as of the Second Amendment Effective Date to read in its entirety as set forth in Schedule 6.6 attached hereto.
Section 4. EBITDA Covenant. Clause (iii) of Section 6.8 of the Credit Agreement shall be and is amended as of the Second Amendment Effective Date to read in its entirety as follows:
“(iii) Minimum EBITDA Covenant. EBITDA of not less than $15,000,000 for each Test Period ending on and after March 31, 2006.”
Section 5. Representations and Warranties of the Borrowers. The Borrowers represent and warrant that the representations and warranties set forth in Section 5 of the Credit Agreement are true and correct in all material respects as of the Second Amendment Effective Date.
Section 6. Consent of the Guarantors. Each of the undersigned Guarantors has executed an Unconditional Guaranty (each a “Guaranty”) in favor of Bank respecting the obligations of each Borrower owing to Bank. The Guarantors hereby consent to the amendments to the Credit Agreement set forth in this Amendment and each Guarantor agrees that nothing in its Guaranty obligates Bank to notify it of any changes in the financial accommodations made available to the Borrowers and no requirements to so notify it in the future shall be implied by the execution of this Amendment.
Section 7. Effect on the Loan Documents. Except to the extent that the provisions of the Credit Agreement are expressly amended by the terms and conditions of this Agreement, the covenants, terms and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect in accordance with their terms.
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IN WITNESS WHEREOF, the parties have executed this Agreement pursuant to due authorization as of the date first set forth above.
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BORROWERS: |
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3D SYSTEMS CORPORATION |
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By |
/s/ Xxxx X. Xxxxx |
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Name: |
Xxxx X. Xxxxx |
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Title: |
Vice President and CFO |
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3D SYSTEMS, INC. |
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By |
/s/ Xxxx X. Xxxxx |
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Name: |
Xxxx X. Xxxxx |
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Title: |
Vice President and CFO |
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GUARANTORS: |
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3D HOLDINGS LLC |
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By |
/s/ Xxxx X. Xxxxx |
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Name: |
Xxxx X. Xxxxx |
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Title: |
Vice President and CFO |
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3D SYSTEMS ASIA PACIFIC LIMITED |
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By |
/s/ Xxxx X. Xxxxx |
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Name: |
Xxxx X. Xxxxx |
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Title: |
Vice President and CFO |
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3D CAPITAL CORPORATION |
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By |
/s/ Xxxx X. Xxxxx |
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Name: |
Xxxx X. Xxxxx |
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Title: |
Vice President and CFO |
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BANK: |
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SILICON VALLEY BANK |
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By |
/s/ Xxxx Xxxxxxxxx |
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Name: |
Xxxx Xxxxxxxxx |
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Title: |
Vice President |
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SCHEDULE 6.6
Location of Inventory and Equipment
LOCATION OF CHIEF EXECUTIVE OFFICE OF EACH OF THE BORROWERS AND GUARANTORS:
00000 Xxxxxx Xxxx
Xxxxxxxx, XX 00000
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3D Systems, Inc. 00000 Xxxxxx Xxxx Xxxxxxxx, XX 00000 |
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3D Systems Europe Ltd. Xxxx Xxxxx Xxxx Road Hemel Xxxxxxxxx Xxxxx XX0 0XX XXXXXX XXXXXXX
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3D Systems – Grand Junction 000 Xxxxxx Xxx Xxxxx Xxxxxxxx, XX 00000-0000 |
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3D Systems GmbH Xxxxxxxxxxx 0 X-00000 Xxxxxxxxx GERMANY
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3D Systems – Austin 0000 Xxxxxxx Xxxxxx Xxxx. 0 Xxxxxx, XX 00000 |
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3D Systems Italia S.r.l. Xxx Xxxxxxxxx, 00 00000 Xxxxxx Xxxxxxx Xxxxxx XXXXX
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3D Systems, Inc. 000 Xxxxx Xxxxxxxx Xxxx Xxxxx #00 Xxxx Xxxx, XX 00000 (temporary SC premises) |
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3D Systems France SARL Parc Club Orsay Universite 00 Xxx Xxxx Xxxxxxx X-00000 Xxxxx Xxxxx 00000 Xxxxx Xxxxx XXXXXX
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(Warehouse) 00000 Xxxxxxx Xxxxxx Xxxxxxxx, XX 00000 |
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3D Systems S.A.. Rte de’Ancienne Papeterie 190 X.X. Xxx 000 XX-0000 Xxxxx 0 XXXXXXXXXXX
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Burbank CyberCenter 0000 Xxxxxx Xxxxxx Xxxxxxx, XX 00000 |
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Wincanton Trans European (Deutschland) GmbH Xxxx-Xxxxxxx-Xxxxxxx 0 000000 Xxxxx Xxxxx XXXXXXX
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Outsourced Supplier Xx. 0 |
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Xxxxxxxx 00 00000 UPS SCS Troisdorf Spich, GERMANY
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Outsourced Supplier Xx. 0 |
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Xxxxxxxxxxx 0 Xxxxxxxx 00000 XXXXXXX
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Outsourced Supplier No. 3 |
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3D Systems Japan K.K. 0-0-0 Xxxxxxxxx Xxxxxxxx-xx, Xxxxx 000-0000 XXXXX
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3D Systems, Inc. Honest Xxxxx Xxxxxxxx 0-00 Xxxxxxxx Xxxx Xxxxxxxx, 00X XXXX XXXX
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Toyo Unyu Sohko Co. Ltd. 4 Higashiohgijima Kawasaki-ku, Xxxxxxxx Xxxx Xxxxxxx-xxxx 000-0000 XXXXX
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Nichiriku Sohko Co. Ltd. 00 Xxxxxxx-Xxxxx, Xxxxxxx-xx Xxxxxxxx-xxxx Xxxxxxxx-xxxx 000-0000 XXXXX
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