Schedule to Loan and Security Agreement (Exim Program)

Silicon Valley Bank

Schedule to

Loan and Security Agreement
(Exim Program)

Borrower:     Xxxxxxx Technologies, Inc.

Address:        0000 Xxxxxx Xxxxxx
                       Xxx Xxxxx, XX  00000

Date:             February 4, 2004

This Schedule forms an integral part of the Loan and Security Agreement (Exim Program) between Silicon Valley Bank and the above-borrower of even date.

	1.	CREDIT LIMIT
		(Section 1.1):		An amount not to exceed the lesser of (i) $1,500,000 at any one time outstanding (the “Maximum Credit Limit”), or (ii) 90% (the “Advance Rate”) of the amount of Borrower’s Eligible Accounts (as defined in Section 8 above); provided that the total outstanding Obligations under this Loan Agreement and under the Non-Exim Agreement (as defined below) shall not at any time exceed $3,000,000 (the “Overall Credit Limit”).
				Silicon may, from time to time, modify the Advance Rate, in its good faith business judgment, upon notice to the Borrower, based on changes in collection experience with respect to Accounts or other issues or factors relating to the Accounts or other Collateral.
	2.	INTEREST.
			Interest Rate (Section 1.2):
				A rate equal to the “Prime Rate” in effect from time to time, plus 1.75% per annum, provided that the interest rate in effect on any day shall not be less than 5.75% per annum. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed.  As used in this Agreement, “Prime Rate” means the interest rate announced from time to time by Silicon as its “prime rate” (which is a base rate upon which other rates charged by Silicon are based, and it is

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				Silicon Valley Bank			Schedule to Loan and Security Agreement (Exim)
					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 Primate Rate.
			Minimum Monthly Interest (Section 1.2):		$2,500 per month in the aggregate as between this Agreement and the Non-Exim Agreement.
	3.	FEES (Section 1.4):
			Loan Fee:		$22,500, payable concurrently herewith.
			Collateral Monitoring Fee:		$1,000, per month in the aggregate as between this Agreement and the Non-Exim Agreement, payable in arrears (prorated for any partial month at the beginning and at termination of this Agreement).
			Unused Line Fee:		In the event, in any calendar month (or portion thereof at the beginning and end of the term hereof), the average daily principal balance of the Loans outstanding during the month is less than the amount of the Maximum Credit Limit, Borrower shall pay Silicon an unused line fee in an amount equal to 0.25% per annum on the difference between the amount of the Maximum Credit Limit and the average daily principal balance of the Loans outstanding during the month, computed on the basis of a 360-day year, which unused line fee shall be computed and paid monthly, in arrears, on the first day of the following month.
	4.	MATURITY DATE (Section 6.1):			One year from the date of this Agreement.
	5.	FINANCIAL COVENANTS
		(Section 5.1):			Borrower shall comply with each of the financial covenants set forth in the Non-Exim Agreement (defined below).
	6.	REPORTING. (Section 5.3):			Borrower shall provide Silicon with the following:
					1.	Transaction reports and schedules of collections, each week and at the time of each Loan request, on Silicon’s standard form.
					2.	Monthly accounts receivable agings (separate from the agings required by the Non-Exim Agreement), aged by invoice date, within fifteen days after the end of each month.

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			Silicon Valley Bank			Schedule to Loan and Security Agreement (Exim)
				3.	Monthly accounts payable agings (separate from the agings required by the Non-Exim Agreement), aged by invoice date, and outstanding or held check registers, if any, within fifteen days after the end of each month.
				4.	Monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, and general ledger, within fifteen days after the end of each month.
				5.	Monthly unaudited financial statements of Xxxxxxx Technologies, Inc. (on a consolidated and consolidating basis), as soon as available, and in any event within thirty days after the end of each month.
				6.	Monthly Compliance Certificates, within thirty days after the end of each month, in such form as Silicon shall reasonably specify, signed by the Chief Financial Officer of Borrower, certifying that as of the end of such month Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Silicon shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks.
				7.	Copies of all reports on Form 10-Q filed by Xxxxxxx Technologies, Inc. with the Securities and Exchange Commission within 5 days after such filing.
				8.	Annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower within thirty days prior to the end of each fiscal year of Borrower.
				9.	Annual financial statements of Xxxxxxx Technologies, Inc. (on a consolidated and consolidating basis), as soon as available, and in any event within 90 days following the end of Xxxxxxx Technologies, Inc.’s fiscal year, certified by, and with an unqualified opinion of, independent certified public accountants acceptable to Silicon together with copies of all reports on Form 10-K filed by Xxxxxxx Technologies, Inc. with the Securities and Exchange Commission.

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				Silicon Valley Bank			Schedule to Loan and Security Agreement (Exim)
	7.	BORROWER INFORMATION:
					Borrower represents and warrants that the information set forth in the Representations and Warranties of the Borrower dated December 4, 2003, previously submitted to Silicon (the “Representations”) is true and correct as of the date hereof.
	8.	ADDITIONAL PROVISIONS
					(1)	Banking Relationship. Borrower shall at all times maintain its primary banking relationship with Silicon. Without limiting the generality of the foregoing, within sixty days of the date hereof and at all times thereafter, Borrower shall maintain not less than 85% of Xxxxxxx Technologies, Inc.’s total cash and investments on deposit with Silicon. As to any Deposit Accounts and investment accounts maintained with another institution, if at any time Borrower fails to comply with the terms of the preceding sentence, Borrower shall cause such institution, within 10 days after the date of such non-compliance, to enter into a control agreement in form acceptable to Silicon in its good faith business judgment in order to perfect Silicon’s first-priority security interest in said Deposit Accounts and investment accounts.
					(2)	Subordination of Inside Debt. All present and future indebtedness of Borrower to its officers, directors and shareholders (“Inside Debt”) shall, at all times, be subordinated to the Obligations pursuant to a subordination agreement on Silicon’s standard form.  Borrower represents and warrants that there is no Inside Debt presently outstanding, except for the following: NONE.  Prior to incurring any Inside Debt in the future, Borrower shall cause the person to whom such Inside Debt will be owed to execute and deliver to Silicon a subordination agreement on Silicon’s standard form.
					(3)	Additional Condition Precedent.  In addition to any other conditions precedent to funding set forth in this Agreement, prior to the funding of any Loans, Silicon shall have received information satisfactory to Silicon from Xxxxxxx Europe’s (fka Xxxxxxx Technologies, SA) lender, Cantonal Bank of Freiburg (“Cantonal Bank”), regarding its relationship with Xxxxxxx Technologies, Inc. and Xxxxxxx Europe.  Borrower shall use its best efforts to cause Cantonal Bank to enter into an intercreditor agreement with Silicon, on Silicon’s standard form with such changes thereto as are acceptable to Silicon, regarding Cantonal

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			Silicon Valley Bank			Schedule to Loan and Security Agreement (Exim)
					Bank’s and Silicon’s relationships with Xxxxxxx Technologies, Inc. and Xxxxxxx Europe.
				(4)	Restrictions on Transfers to Affiliates. Except for the Borrowers, Borrower covenants and agrees that while this Agreement is in effect, Borrower shall not transfer any assets or Collateral (beyond its historical normal course of business) to any Affiliate without the prior written consent of Silicon.
				(5)	Initial Audit. An initial audit, referred to in Section 5.4 of this Agreement, shall be completed, with satisfactory results to Silicon, prior to funding hereunder.
				(6)	Domestic Subsidiaries. Borrower represents and warrants to Silicon that each of Purepulse Technologies, Inc. (“Purepulse”) and I-Bus/Phoenix, Inc. (“I-Bus”) is a wholly owned subsidiary of Borrower and that each of Purepulse and I-Bus is inactive with little or no assets and will remain inactive with little or no assets during the term of this Agreement. Borrower covenants and agrees that while this Agreement is in effect, Borrower shall not transfer any assets or Collateral to Purepulse and/or I-Bus.
	9.	EXIM PROVISIONS:		(1)	Exim Guaranty.  Prior to the first disbursement of any Loans hereunder, Borrower shall cause the Export Import Bank of the United States (the “Exim Bank”) to guarantee the Loans made under this Agreement, pursuant to a Master Guarantee Agreement, Loan Authorization Agreement and (to the extent applicable) Delegated Authority Letter Agreement (collectively, the “Exim Guaranty”), and Borrower shall cause the Exim Guaranty to be in full force and effect throughout the term of this Agreement and so long as any Loans hereunder are outstanding.  If, for any reason, the Exim Guaranty shall cease to be in full force and effect, or if the Exim Bank declares the Exim Guaranty void or revokes any obligations thereunder or denies liability thereunder, any such event shall constitute an Event of Default under this Agreement.  Nothing in any confidentiality agreement in this Agreement or in any other agreement shall restrict Silicon’s right to make disclosures and provide information to the Exim Bank in connection with the Exim Guaranty.
				(2)	Exim Borrower Agreement; Costs.  Borrower shall, concurrently execute and deliver a Borrower Agreement, in the form specified by the Exim Bank, in favor of Silicon and the Exim Bank (the “Exim Borrower Agreement”).  This Agreement is subject to all of the terms and conditions of the Exim Borrower Agreement, all of which are hereby incorporated herein by this reference.  Borrower expressly agrees to perform

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			Silicon Valley Bank			Schedule to Loan and Security Agreement (Exim)
					all of the obligations and comply with all of the affirmative and negative covenants and all other terms and conditions set forth in the Exim Borrower Agreement as though the same were expressly set forth herein.  In the event of any conflict between the terms of the Exim Borrower Agreement and the other terms of this Agreement, whichever terms are more restrictive shall apply.  Borrower acknowledges and agrees that it has received a copy of the Loan Authorization Agreement which is referred to in the Exim Borrower Agreement.  Borrower agrees to be bound by the terms of the Loan Authorization Agreement, including, without limitation, by any additions or revisions made prior to its execution on behalf of Exim Bank.  Upon the execution of the Loan Authorization Agreement by Exim Bank and Silicon, it shall become an attachment to the Exim Borrower Agreement.  Borrower shall reimburse Silicon for all fees and all out of pocket costs and expenses incurred by Silicon with respect to the Exim Guaranty and the Exim Borrower Agreement, including without limitation all facility fees and usage fees, and Silicon is authorized to debit Borrower’s account with Silicon for such fees, costs and expenses when paid by Silicon.
				(3)	Non-Exim Agreement; Cross-Collateralization; Cross-Default. Silicon and the Borrower are parties to that certain Loan and Security Agreement of approximate even date herewith (as amended from time to time, the “Non-Exim Agreement”).  Both this Agreement and the Non-Exim Agreement shall continue in full force and effect, and all rights and remedies under this Agreement and the Non-Exim Agreement are cumulative.  The term “Obligations” as used in this Agreement and in the Non­Exim Agreement shall include without limitation the obligation to pay when due all Loans made pursuant to this Agreement (the “Exim Loans”) and all interest thereon and the obligation to pay when due all Loans made pursuant to the Non-Exim Agreement (the “Non-Exim Loans”) and all interest thereon.  Without limiting the generality of the foregoing, all “Collateral” as defined in this Agreement and as defined in the Non-Exim Agreement shall secure all Exim Loans and all Non-Exim Loans and all interest thereon, and all other Obligations.  Any Event of Default under this Agreement shall also constitute an Event of Default under the Non-Exim Agreement, and any Event of Default under the Non-Exim Agreement shall also constitute an Event of Default under this Agreement.  In the event Silicon assigns its rights under this Agreement and/or under any Note evidencing Exim Loans and/or its rights under the Non-Exim Agreement and/or under any Note evidencing Non-Exim Loans, to any third party, including without limitation the Exim Bank, whether before or after the occurrence of any Event of Default, Silicon shall have the right (but not any obligation), in its sole discretion, to allocate and apportion Collateral to the Agreement

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			Silicon Valley Bank			Schedule to Loan and Security Agreement (Exim)
					and/or Note assigned and to specify the priorities of the respective security interests in such Collateral between itself and the assignee, all without notice to or consent of the Borrower.

Borrower:				Silicon:
	XXXXXXX TECHNOLOGIES, INC.			SILICON VALLEY BANK
	By			By
	President or Vice President			Title
	By
	Secretary or Ass’t Secretary

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