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SILICON VALLEY BANK
AMENDMENT TO LOAN AND SECURITY AGREEMENT
BORROWER: KOFAX IMAGE PRODUCTS, INC.
ADDRESS: 0 XXXXXX XXXXXX
XXXXXX, XXXXXXXXXX 00000
DATE: JANUARY 6, 1998
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, dated February 28,
1992, as amended by that certain Amendment to Loan Agreement dated March 9,
1993, as amended by that certain Amendment to Loan Agreement dated October 10,
1994, as amended by that certain Amendment to Loan Agreement dated October 5,
1995, as amended by that certain Amendment to Loan Agreement dated January 20,
1996, as amended by that certain Amendment to Loan Agreement dated October 31,
1996, and as amended by that Amendment to Loan and Security Agreement dated
September 18, 1997, (as so amended and as otherwise amended from time to time,
the "Loan Agreement"), as follows, effective on the date hereof. (Capitalized
terms used but not defined in this Amendment, shall have the meanings set forth
in the Loan Agreement.)
1. AMENDED MATURITY DATE. Section 5.1 of The Maturity Date as set forth
in the Schedule to Loan Agreement is amended effective as of the date hereof,
to read as set forth on the Amended Schedule to Loan and Security Agreement
attached hereto.
"MATURITY DATE (Section 5.1): JANUARY 5, 1999, other than with respect to
the Term Loan Facility. The Term Loan
Facility shall be due and payable in
accordance with the provisions set forth in
Section 1.1 above."
2. AMENDED FINANCIAL COVENANTS. The section of the Schedule to Loan
Agreement entitled "Financial Covenants" is
amended to read as follows:
"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:
TANGIBLE NET WORTH: Borrower shall maintain a tangible net worth of
not less than $25,000,000.
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SILICON VALLEY BANK AMENDMENT TO LOAN AND SECURITY AGREEMENT
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PROFITABILITY: Borrower shall not incur a loss (after taxes) for any
fiscal quarter.
DEFINITIONS: "Tangible net worth" means the excesses 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.
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."
3. FACILITY FEE. The borrower shall pay Silicon concurrently herewith a
facility fee in the amount of $5,000, which shall be in addition to all
interest and all other fees payable to Silicon and shall be non-refundable.
4. 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 as of the date hereof.
5. 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:
KOFAX IMAGE PRODUCTS, INC. SILICON VALLEY BANK
By [SIG] By [SIG]
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PRESIDENT OR VICE PRESIDENT Title VP
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By [SIG]
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SECRETARY OR ASS'T SECRETARY
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