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EXHIBIT 10.32
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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
DATED AS OF: JANUARY 6, 1999
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 _,
1996, as amended by that Amendment to Loan and Security Agreement dated
September 18, 1997 and as amended by that Amendment to Loan and Security
Agreement dated January 6, 1998 (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 follows:
"MATURITY DATE (Section 5.1): JANUARY 5, 2000."
2. REVISED NEGATIVE COVENANT EXCEPTIONS. . The section of the
Schedule to the Loan Agreement entitled "Negative Covenant-Exceptions (Section
4.6)" is hereby replaced with the following:
"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 provided
that the aggregate amount of any such other
repurchase shall not exceed $3,500,000; (ii)
make loans to, or enter into loan guaranties on
behalf of, employees in an aggregate amount not
exceeding $200,000 at any one time
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Silicon Valley Bank Amendment to Loan and Security Agreement
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outstanding; and (iii) make loans to employees
in connection with computer purchases ("Employee
Computer Loans") provided that the Employee
Computer Loans shall not exceed $300,000 in the
aggregate at any one time outstanding."
3. 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.
PROFITABILITY: Borrower shall not incur a loss (after taxes)
for any fiscal quarter.
DEFINITIONS: "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.
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."
4. NEGATIVE PLEDGE AGREEMENT. Without limitation of any other term
or provision of the Loan Agreement that restricts liens on the assets of the
Borrower, Borrower shall not incur any liens or encumbrances on any of is
property or assets, whether now owned or hereafter acquired, other than security
interests or liens on equipment leased or purchased in connection with such
lease or purchase transaction as otherwise permitted under the Loan Agreement.
5. 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.
6. 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.
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Silicon Valley Bank Amendment to Loan and Security Agreement
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7. 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 /s/ XXXXX X. SILVER By /s/ XXXXX XXXXXXX
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President or Vice President Title Vice President
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By /s/ XXXXXX X. XXXXXX
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Secretary or Ass't Secretary
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