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EXHIBIT 10.150
[LOGO] SILICON VALLEY BANK
AMENDMENT TO LOAN AGREEMENT
BORROWER: ALPHA MICROSYSTEMS
ADDRESS: 0000 XXXXX XXXXXXXX XXXXXX
XXXXX XXX, XXXXXXXXXX 00000
DATE: NOVEMBER 30, 1995
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 28, 1995, 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 deleted in its entirety and replaced with the following:
"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
1.30 to 1.
TANGIBLE NET WORTH: Borrower shall maintain a tangible net worth of
not less than $5,900,000.
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)
for any fiscal year, provided that Borrower may
incur losses (after taxes) in two consecutive
fiscal quarters during any fiscal year if the
aggregate amount of such losses for such two
fiscal quarters does not exceed $700,000.
DEFINITIONS: "Current assets," and "current liabilities"
shall have the meanings ascribed to them in
accordance with generally accepted accounting
principles.
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"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,
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 XXXXXXX X. XXXXXX BY XXXXXXX X. XXXXX
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PRESIDENT OR VICE PRESIDENT TITLE Assistant Vice President
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BY XXXX X. XXXXX
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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: XXXXXXX X. XXXXXX
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Title: V.P. & CFO
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