Exhibit 10.1
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Silicon Valley Bank
AMENDMENT TO LOAN DOCUMENTS
Borrower: Onyx Software Corporation
Date: March 4, 2002
THIS AGREEMENT TO LOAN DOCUMENTS is entered into between Silicon Valley
Bank ("Silicon") and the borrower named above ("Borrower").
The Parties agree to amend the Loan and Security Agreement between them,
dated February 14, 2002 (as otherwise amended, if at all, the "Loan Agreement"),
as follows, 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. Modified Tangible Net Worth Financial Covenant. The Minimum Tangible Net
Worth Financial Covenant set forth in that portion of the Schedule to Loan and
Security Agreement entitled "5. FINANCIAL COVENANTS (Section 5.1)" which
currently reads as follows:
Minimum Tangible As of the end of each month during the
Net Worth: following periods Borrower shall, on a
consolidated basis, maintain a Tangible Net Worth
of not less than the following amounts, plus an
amount equal to 50% of the total consideration
received by Borrower after December 31, 2001, in
consideration for the issuance by the Borrower of
its equity securities and/or subordinated debt
securities, effective on the date such
consideration is received:
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Dates Minimum
Tangible Net
Worth
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December 31, 2001 $3,800,000
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January 1, 2002 to and including $4,000,000
March 31, 2002
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April 1, 2002 to and including $4,425,000
June 30, 2002
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July 1, 2002 to and including $5,800,000
September 30, 2002
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October 1, 2002 to and including $8,575,000
December 31, 2002
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is hereby amended to read as follows:
Minimum Tangible As of the end of each month during the following
Net Worth: periods Borrower shall, on a consolidated basis,
maintain a Tangible Net Worth of not less than the
following amounts, plus an amount equal to 50% of
the total consideration received by Borrower after
January 31, 2002, in consideration for the
issuance by the Borrower of its equity securities
and/or subordinated debt securities, effective on
the date such consideration is received:
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Dates Minimum
Tangible Net
Worth
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January 1, 2002 to and including $8,474,800
February 28, 2002
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March 1, 2002 to and including $13,474,800
March 31, 2002
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April 1, 2002 to and including $8,899,800
May 31, 2002
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June 1, 2002 to and including $13,899,800
June 30, 2002
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July 1, 2002 to and including $10,274,800
August 31, 2002
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September 1, 2002 to and including $15,274,800
September 30, 2002
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October 1, 2002 to and including $13,049,800
November 30, 2002
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December 1, 2002 to and including $18,049,800
December 31, 2002
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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 Borrower, and the
other written documents and agreements between Silicon and 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
Borrower shall continue in full force and effect and the same are hereby
ratified and confirmed.
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Borrower: Silicon:
ONYX SOFTWARE CORPORATION SILICON VALLEY BANK
By: /s/ Xxx X. Xxxx By: /s/ Xxx Xxxxxxxx
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Treasurer Title: V.P.
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By: /s/ Xxx X. Xxxxxxxx
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Secretary or Ass't Secretary
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