1
--------------------------------------------------------------------------------
Exhibit 10.07
SILICON VALLEY BANK
AMENDED SCHEDULE TO
LOAN AND SECURITY AGREEMENT
BORROWER: INTERPORE INTERNATIONAL, INC.
ADDRESS: 000 XXXXXXXXXX XX.
IRVINE, CALIFORNIA 92618
BORROWER: INTERPORE ORTHOPAEDICS, INC.
ADDRESS: 000 XXXXXXXXXX XX.
IRVINE, CALIFORNIA 92618
BORROWER: CROSS MEDICAL PRODUCTS, INC.
ADDRESS: 000 XXXXXXXXXX XX.
IRVINE, CALIFORNIA 92618
DATED: AUGUST 11, 1998
CREDIT LIMIT (Section 1.1): An amount not to exceed $5,000,000 at
any one time outstanding.
LETTER OF CREDIT SUBLIMIT Silicon, in its reasonable discretion,
will from time to time during the term
of this Agreement issue letters of
credit for the account of the Borrower
("Letters of Credit"), in an aggregate
amount, for all Borrowers, at any one
time outstanding not to exceed $500,000,
upon the request of the Borrower,
provided that, on the date the Letters
of Credit are to be issued, Borrower has
available to it Loans in an amount equal
to or greater than the face amount of
the Letters of Credit to be issued.
Prior to the issuance of any Letters of
Credit, Borrower shall execute and
deliver to Silicon Applications for
Letters of Credit and such other
documentation as Silicon shall specify
(the "Letter of Credit Documentation").
Fees for the Letters of Credit shall be
as provided in the Letter of Credit
Documentation. Letters of Credit may
have a maturity date up to twelve months
beyond the Maturity Date in effect from
time to time, provided that if on the
Maturity Date, or on any earlier
effective date of termination, there are
any outstanding letters of credit issued
by Silicon or issued by another
institution based upon an application,
guarantee, indemnity or similar
agreement on the part of Silicon, then
on such date Borrower shall provide to
Silicon cash collateral in an amount
equal to the face amount of all such
letters of credit plus all interest,
fees and cost due or to become due in
connection therewith, to secure all of
the Obligations relating to said letters
of
-1-
2
SILICON VALLEY BANK AMENDED SCHEDULE TO LOAN AND SECURITY AGREEMENT
--------------------------------------------------------------------------------
credit, pursuant to Silicon's then
standard form cash pledge agreement.
The Credit Limit set forth above and the
Loans available under this Agreement at
any time shall be reduced by the face
amount of Letters of Credit from time to
time outstanding.
INTEREST RATE (Section 1.2): A rate equal to the "Prime Rate" in
effect from time to time calculated on
the basis of a 360-day year for the
actual number of days elapsed. "prime
Rate" means the rate announced from time
to time by Silicon as its "prime rate;"
it is a base rate upon which other rates
charged by Silicon are based, and it is
not necessarily the best rate available
at Silicon. The interest rate applicable
to the Obligations shall change on each
date there is a change in the Prime
Rate.
MATURITY DATE JULY 5, 1999.
Section 5.1):
PRIOR NAMES OF BORROWER,
(Section 3.2): REPLAM CORPORATION
TRADE NAMES OF XXXXXXXX,
(Section 3.2): NONE
OTHER LOCATIONS AND ADDRESSES
(Section 3.3): 00000 X. Xxxxx Xxx, Xxxxx 000, Xxxxx,
XX 00000; 0000 Xxxx, Xxxxx 000, Xxxxx,
XX 00000; 000 Xxxx Xxxxxxxxx, Xxxxx Xxx,
XX 00000.
NEGATIVE COVENANTS-EXCEPTIONS Without Silicon's prior written
(Section 4.6): consent, Interpore International may
do the following, provided that no Event
of Default and no event which, with
notice or passage of time or both, would
constitute an Event of default, both
before and after giving effect to the
following, has occurred: (i) merge with
another corporation, provided Interpore
International, Inc. is the surviving
corporation in such merger and the
assets of the corporation acquired in
the merger are not subject to any liens
or encumbrances, except Permitted Liens;
(ii) acquire the assets of another
corporation or entity, provided the
assets acquired are not subject to any
liens or encumbrances, except Permitted
Liens; (iii) enter into an agreement to
borrow money in an amount less than 25%
of the Tangible Net Worth (as defined
below) of Interpore International, Inc.
as of the end of the month prior to the
effective date of the loan agreement and
the date of any borrowing thereunder;
(iv) make loans to, or guaranty
indebtedness of, employees and officers
of the Borrower provided that the
aggregate amount of such indebtedness
and guaranties shall not exceed $100,000
outstanding at any time; and (v)
repurchase stock of Interpore
International in an aggregate amount not
to exceed $2,500,000.
-2-
3
SILICON VALLEY BANK AMENDED SCHEDULE TO LOAN AND SECURITY AGREEMENT
--------------------------------------------------------------------------------
FINANCIAL COVENANTS (Section 4.1): Interpore International, Inc. shall at
all times comply with all of the
following covenants, on a consolidated
basis. Compliance shall be determined
quarterly, except where otherwise
specifically provided below.
QUICK ASSET RATIO: Interpore International, Inc. shall
at all times maintain a ratio of "Quick
Assets" to current liabilities of not
less than 1.75 to 1 .
TANGIBLE NET WORTH Interpore International, Inc. shall
maintain a tangible net worth of not
less than $18,000,000.
DEBT TO TANGIBLE NET WORTH Interpore International, Inc. shall
RATIO: at all times maintain a ratio of total
liabilities to tangible net worth of not
more than 1.0 to 1.
PROFITABILITY Interpore International, Inc. shall not
incur a loss (after taxes) in any fiscal
quarter effective with the fiscal
quarter ending September 30, 1998.
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, 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).
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.
OTHER COVENANTS (Section 4.1):
Borrower shall at all times comply with
all of the following additional
covenants:
1. BANKING RELATIONSHIP. Interpore
International shall at all times
maintain its bank accounts and its
primary banking relationship with
Silicon.
2. INDEBTEDNESS. Without limiting any
of the foregoing terms or provisions of
this Agreement, Borrower shall not in
the future incur indebtedness for
borrowed money, except for (i)
indebtedness to Silicon, and (ii)
indebtedness incurred in the future for
the purchase price of or lease of
equipment, provided that no Event of
Default and no event which, with notice
or passage of time or both, would
-3-
4
SILICON VALLEY BANK AMENDED SCHEDULE TO LOAN AND SECURITY AGREEMENT
--------------------------------------------------------------------------------
constitute an Event of Default, both
before and after giving effect to the
incurring of such indebtedness, has
occurred.
3. ACCOUNTS RECEIVABLE AGINGS. If
there are any Loans outstanding as of
the end of any calendar month, within 20
days after the end of such calendar
month Borrower shall provide Silicon
with an aged listing of Borrower's
accounts receivable in form satisfactory
to Silicon.
Borrower: Borrower:
INTERPORE INTERNATIONAL, INC. INTERPORE ORTHOPAEDICS, INC.
By By
------------------------------- -------------------------------
[Vice] President [Vice] President
By By
------------------------------- -------------------------------
[Ass't] Secretary [Ass't] Secretary
Silicon: Borrower:
SILICON VALLEY BANK CROSS MEDICAL PRODUCTS, INC.
By By
------------------------------- -------------------------------
Title Title
---------------------------- -------------------------------
-4-
