Exhibit 10.24
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EXPORT-IMPORT BANK
LOAN AND SECURITY AGREEMENT
BETWEEN
SILICON VALLEY BANK
AND
MATRIXONE, INC.
JANUARY 21, 2000
This EXPORT-IMPORT BANK LOAN AND SECURITY AGREEMENT dated January 21,
2000, between SILICON VALLEY BANK ("Bank"), a California state-chartered bank
with its principal place of business at 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000
and with a loan production office located at Wellesley Office Park, 00 Xxxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000, doing business under the name Silicon
Valley East ("Bank"), and MATRIXONE, INC., a Delaware corporation with its
principal place of business at Two Executive Drive, Chelmsford, MA 01824
("Borrower"), provides the terms on which Bank will lend to Borrower and
Borrower will repay Bank. The parties agree as follows:
1. ACCOUNTING AND OTHER TERMS
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Accounting terms not defined in this Exim Agreement will be construed
following GAAP Calculations and determinations must be made following GAAP. The
term "financial statements" includes the notes and schedules. The terms
"including" and "includes" always mean "including (or includes) without
limitation" in this or any Loan Document. This Exim Agreement shall be
construed to impart upon Bank a duty to act reasonably at all times.
2. LOAN AND TERMS OF PAYMENT
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2.1 Credit Extensions.
Borrower will pay Bank the unpaid principal amount of all Credit
Extensions and interest on the unpaid principal amount of the Credit Extensions.
2.1.1 Revolving Advances.
(a) Bank will make Advances not exceeding (i) the Exim Committed Line or
the Borrowing Base, whichever is less. Borrowing Base means an amount equal to
the sum of NINETY percent (90%) of Exim Eligible Foreign Accounts. Amounts
borrowed under this Section may be repaid and reborrowed during the term of this
Exim Agreement.
(b) To obtain an Advance, Borrower must notify Bank by facsimile or
telephone by 3:00 p.m. East Coast time on the Business Day the Advance is to be
made. Borrower must promptly confirm the notification by delivering to Bank the
Payment/Advance Form attached as Exhibit B. Bank will credit Advances to
Borrower's deposit account. Bank may make Credit Extensions under this Exim
Agreement based on instructions from a Responsible Officer or his or her
designee or without instructions if the Credit Extensions are necessary to meet
Obligations which have become due. Bank may rely on any telephone notice given
by a person whom Bank believes is a Responsible Officer or designee. Borrower
will indemnify Bank for any loss suffered by Bank from that reliance.
(c) The Exim Committed Line terminates on the Exim Maturity Date, then all
Advances and other amounts due under this Exim Agreement are immediately
payable.
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2.2 Overadvances.
If Borrower's Obligations under Section 2.1.1 exceed the lesser of either
(i) the Exim Committed Line or (ii) the Borrowing Base, Borrower must
immediately pay Bank the excess.
2.3 Interest Rate, Payments.
(a) Interest Rate. Advances accrue interest on the outstanding principal
balance at a per annum rate of ONE-HALF (0.5) percentage point above the Prime
Rate. After an Event of Default, Obligations accrue interest at 5 percent above
the rate effective immediately before the Event of Default. The interest rate
increases or decreases when the Prime Rate changes. Interest is computed on a
360 day year for the actual number of days elapsed.
(b) Payments. Interest due on the Exim Committed Line is payable on the
FIRST calendar day of each month. Bank may debit any of Borrower's deposit
accounts including Account Number 700442770 for principal and interest payments
or any amounts Borrower owes Bank. Bank will notify Borrower when it debits
Borrower's accounts. These debits are not a set-off. Payments received after
3:00 p.m. East Coast time are considered received at the opening of business on
the next Business Day. When a payment is due on a day that is not a Business
Day, the payment is due the next Business Day and additional fees or interest
accrue.
2.4 Fees.
Borrower will pay:
(a) Exim Bank Facility Fee. A fully earned, nonrefundable Facility Fee of
$12,500 due on the Closing Date; and
(b) Bank Expenses. All Bank Expenses incurred through and after the date
of this Exim Agreement, (including reasonable attorneys' fees and expenses)
payable when due.
2.5 Use of Proceeds.
Borrower will use the proceeds of the Advances only for the purposes
specified in the Borrower Agreement. Borrower will not use the proceeds of the
Advances for any purpose prohibited by the Borrower Agreement.
3. CONDITIONS OF LOANS
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3.1 Conditions Precedent to Initial Credit Extension. Bank's obligation to
make the initial Credit Extension is subject to the condition precedent that it
receive the agreements, documents and fees it requires.
3.2 Conditions Precedent to all Credit Extensions. Bank's obligations to make
each Credit Extension, including the initial Credit Extension, is subject to the
following:
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(a) timely receipt of any export purchase order and a Borrowing Base
Certificate relating to the request;
(b) receipt of a Payment/Advance Form;
(c) the representations and warranties in Section 5 must be materially
true on the date of the Payment/Advance Form and on the effective date of each
Credit Extension and no Event of Default may have occurred and be continuing, or
result from the Credit Extension. Each Credit Extension is Borrower's
representation and warranty on that date that the representations and warranties
of Section 5 remain true; and
(d) the Exim Guarantee will be in full force and effect.
4. CREATION OF SECURITY INTEREST
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4.1 Grant of Security Interest.
Borrower grants Bank a continuing security interest in all presently
existing and later acquired Collateral to secure all Obligations and performance
of each of Borrower's duties under the Loan Documents. Except for Permitted
Liens, any security interest will be a first priority security interest in the
Collateral. Bank may place a "hold" on any deposit account pledged as
Collateral.
5. REPRESENTATIONS AND WARRANTIES
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Borrower represents and warrants as follows:
5.1 Domestic Loan Documents.
The representations and warranties contained in the Domestic Loan
Documents, which are incorporated into this Agreement, are true and correct.
6. AFFIRMATIVE COVENANTS
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Borrower will do all of the following:
6.1 Domestic Loan Documents.
Borrower will comply with all the provisions of the Domestic Loan
Documents.
6.2 EXIM Insurance.
If required by Bank, Borrower will obtain, and pay when due all premiums
with respect to, and maintain uninterrupted foreign credit insurance. In
addition, Borrower will execute in favor of Bank an assignment of proceeds of
any insurance policy obtained by Borrower and issued by Exim Bank insuring
against comprehensive commercial and political risk (the "EXIM Bank Policy").
The insurance proceeds from the EXIM Bank Policy assigned or paid to Bank will
be applied to the balance outstanding under this Exim Agreement. Borrower will
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immediately notify Bank and Exim Bank in writing upon submission of any claim
under the Exim Bank Policy. Then Bank will not be obligated to make any further
Credit Extensions to Borrower without prior approval from Exim Bank.
6.3 Borrower Agreement.
Borrower will comply with all terms of the Borrower Agreement. If any
provision of the Borrower Agreement conflicts with any provision contained in
this Exim Agreement, the more strict provision, with respect to the Borrower,
will control.
6.4 Terms of Sale.
Borrower will cause all sales of products on which the Credit Extensions
are based to be (i) supported by one or more irrevocable letters of credit in an
amount and of matter, naming a beneficiary and issued by a financial institution
acceptable to Bank or (ii) on open account to creditworthy buyers that have
written preapproval from Bank and Exim Bank.
6.5 Reporting Requirements.
Borrower shall deliver all reports, certificates and other documents to
Bank as provided in the Borrower Agreement. In addition, Borrower shall comply
with the reporting requirements set forth in the Domestic Loan Documents.
6.6 Further Assurances.
Borrower will execute any further instruments and take further action as
Bank requests to perfect or continue Bank's security interest in the Collateral
or to effect the purposes of this Exim Agreement.
7. NEGATIVE COVENANTS
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Borrower will not do any of the following:
7.1 Domestic Loan Documents.
Violate or fail to comply with the Domestic Loan Documents.
7.2 Borrower Agreement.
Violate or fail to comply with any provision of the Borrower Agreement.
7.3 Exim Agreement.
Take an action, or permit any action to be taken, that causes, or could be
expected to cause, the Exim Guarantee to not be in full force and effect.
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8. EVENTS OF DEFAULT
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Any one of the following is an Event of Default:
8.1 Payment Default.
If Borrower fails to pay any of the Obligations when due;
8.2 Covenant Default.
If Borrower violates any covenant in this Exim Agreement or in any of the
Domestic Loan Documents or the Borrower Agreement or an Event of Default occurs
under this Exim Agreement or the Domestic Loan Documents.
8.3 Exim Guarantee.
If the Exim Guarantee ceases for any reason to be in full force and
effect, or if the Exim Bank declares the Exim Guarantee void or revokes any
obligations under the Exim Guarantee.
9. BANK'S RIGHTS AND REMEDIES
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9.1 Rights and Remedies.
When an Event of Default occurs and continues Bank may, without notice or
demand, do any or all of the following in accordance with applicable law:
(a) Declare all Obligations immediately due and payable (but if an Event of
Default described in Section 8.5 of the Domestic Loan Documents occurs all
Obligations are immediately due and payable without any action by Bank);
(b) Stop advancing money or extending credit for Borrowers benefit under
this Exim Agreement or under any other agreement between Borrower and Bank;
(c) Settle or adjust disputes and claims directly with account debtors for
amounts, on terms and in any order that Bank considers advisable;
(d) Make any payments and do any acts it considers necessary or reasonable
to protect its security interest in the Collateral. Borrower will assemble the
Collateral if Bank requires and make it available as Bank designates. Bank may
enter premises where the Collateral is located, take and maintain possession of
any part of the Collateral, and pay, purchase, contest, or compromise any Lien
which appears to be prior or superior to its security interest and pay all
expenses incurred. Borrower grants Bank a license to enter and occupy any of its
premises, without charge, to exercise any of Bank's rights or remedies;
(e) Apply to the Obligations any (i) balances and deposits of Borrower it
holds, or (ii) any amount held by Bank owing to or for the credit or the account
of Borrower;
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(f) Ship, reclaim, recover, store, finish, maintain, repair, prepare for
sale, advertise for sale, and sell the Collateral; and
(g) Dispose of the Collateral according to the Code.
9.2 Power of Attorney.
Effective only when an Event of Default occurs and continues, Borrower
irrevocably appoints Bank as its lawful attorney to: (i) endorse Borrower's name
on any checks or other forms of payment or security; (ii) sign Borrower's name
on any invoice or xxxx of lading for any Account or drafts against account
debtors, (iii) make, settle, and adjust all claims under Borrower's insurance
policies; (iv) settle and adjust disputes and claims about the Accounts directly
with account debtors, for amounts and on terms Bank determines reasonable and
(v) transfer the Collateral into the name of Bank or a third party as the Code
permits. Bank may exercise the power of attorney to sign Borrower's name on any
documents necessary to perfect or continue the perfection of any security
interest regardless of whether an Event of Default has occurred. Bank's
appointment as Borrower's attorney in fact, and all of Bank's rights and powers,
coupled with an interest, are irrevocable until all Obligations have been fully
repaid and performed and Bank's obligation to provide Credit Extensions
terminates.
9.3 Accounts Collection.
When an Event of Default occurs and continues, Bank may notify any Person
owing Borrower money of Bank's security interest in the funds and verify the
amount of the Account. Borrower must collect all payments in trust for Bank and,
if requested by Bank, immediately deliver the payments to Bank in the form
received from the account debtor, with proper endorsements for deposit.
9.4 Bank Expenses.
If Borrower fails to pay any amount or furnish any required proof of
payment to third persons Bank may make all or part of the payment or obtain
insurance policies required in Section 6.5, and take any action under the
policies Bank deems prudent. Any amounts paid by Bank are Bank Expenses and
immediately due and payable, bearing interest at the then applicable rate and
secured by the Collateral. No payments by Bank are deemed an agreement to make
similar payments in the future or Bank's waiver of any Event of Default.
9.5 Bank's Liability for Collateral.
If Bank complies with reasonable banking practices and applicable law it is
not liable for: (a) the safekeeping of the Collateral; (b) any loss or damage to
the Collateral; (c) any diminution in the value of the Collateral; or (d) any
act or default of any carrier, warehouseman, bailee, or other person. Borrower
bears all risk of loss, damage or destruction of the Collateral.
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9.6 Remedies Cumulative.
Bank's rights and remedies under this Exim Agreement, the Loan Documents,
and all other agreements are cumulative. Bank has all rights and remedies
provided under the Code, by law, or in equity. Bank's exercise of one right or
remedy is not an election, and Bank's waiver of any Event of Default is not a
continuing waiver. Bank's delay is not a waiver, election, or acquiescence. No
waiver is effective unless signed by Bank and then is only effective for the
specific instance and purpose for which it was given.
9.7 Demand Waiver.
Borrower waives demand, notice of default or dishonor, notice of payment
and nonpayment, notice of any default, nonpayment at maturity, release,
compromise, settlement, extension, or renewal of accounts, documents,
instruments, chattel paper, and guarantees held by Bank on which Borrower is
liable.
9.8 Exim Direction.
Upon the occurrence of an Event of Default, Exim Bank shall have right to
(i) direct Bank to exercise the remedies specified in Section 9.1 and (ii)
request that Bank accelerate the maturity of any other loans to Borrower.
9.9 Exim Notification.
Bank has the right to immediately notify Exim Bank in writing if it has
knowledge of any of the following events: (1) any failure to pay any amount due
under this Exim Agreement; (2) the Borrowing Base is less than the sum of the
outstanding Credit Extensions; (3) any failure to pay when due any amount
payable to Bank under any Loan owing by Borrower to Bank; (4) the filing of an
action for debtor's relief by, against or on behalf of Borrower; (5) any
threatened or pending material litigation against Borrower, or any dispute
involving Borrower.
If Bank sends a notice to Exim Bank, Bank has the right to send Exim Bank a
written report on the status of events covered by the notice every 30 days after
the date of the original notification, until Bank files a claim with Exim Bank
or the defaults have been cured (but no Credit Extensions may be required during
the cure period unless Exim Bank gives its written approval). If directed by
Exim Bank, Bank will have the right to exercise any rights it may have against
the Borrower to demand the immediate repayment of all amounts outstanding under
the Exim Loan Documents.
10. NOTICES
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All notices or demands by any party about this Exim Agreement or any
other related agreement must be in writing and be personally delivered or sent
by an overnight delivery service, by certified mail, postage prepaid, return
receipt requested, or by telefacsimile at the addresses first written above. A
Party may change its notice address by giving the other Party written notice.
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11. CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER
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The laws of the Commonwealth of Massachusetts shall apply to this
Agreement. Any references in the Borrower Agreement to the laws of the State of
New York, shall be deemed a reference to the laws of the Commonwealth of
Massachusetts. BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR
FEDERAL COURT OF COMPETENT JURISDICTION IN THE COMMONWEALTH OF MASSACHUSETTS IN
ANY ACTION, SUIT, OR PROCEEDING OF ANY KIND AGAINST IT WHICH ARISES OUT OF OR BY
REASON OF THIS EXIM AGREEMENT; PROVIDED, HOWEVER, THAT IF FOR ANY REASON BANK
CANNOT AVAIL ITSELF OF THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS, BORROWER
ACCEPTS JURISDICTION OF THE COURTS AND VENUE IN SANTA XXXXX COUNTY, CALIFORNIA.
BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF ACTION ARISING OUT OF OR BASED UPON THIS EXIM AGREEMENT, THE LOAN DOCUMENTS
OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND
ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER
INTO THIS EXIM AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.
12. GENERAL PROVISIONS
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12.1 Successors and Assigns.
This Exim Agreement binds and is for the benefit of the successors and
permitted assigns of each party. Borrower may not assign this Exim Agreement or
any rights under it without Bank's prior written consent which may be granted or
withheld in Bank's discretion. Prior to an Event of Default, Bank may not
assign this Exim Agreement or any rights under it without Borrower's prior
written consent which may shall not be unreasonably withheld or delayed. Bank
has the right, without the consent of or notice to Borrower, to sell, transfer,
negotiate, or grant participation in all or any part of, or any interest in,
Bank's obligations, rights and benefits under this Exim Agreement.
12.2 Indemnification.
Borrower will indemnify, defend and hold harmless Bank and its officers,
employees, and agents against: (a) all obligations, demands, claims, and
liabilities asserted by any other party in connection with the transactions
contemplated by the Loan Documents; and (b) all losses or Bank Expenses
incurred, or paid by Bank from, following, or consequential to transactions
between Bank and Borrower (including reasonable attorneys fees and expenses),
except for losses caused by Bank's gross negligence or willful misconduct.
12.3 Time of Essence.
Time is of the essence for the performance of all obligations in this Exim
Agreement.
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12.4 Severability of Provision.
Each provision of this Exim Agreement is severable from every other
provision in determining the enforceability of any provision.
12.5 Amendments in Writing, Integration.
All amendments to this Exim Agreement must be in writing. This Exim
Agreement represents the entire agreement about this subject matter and
supersedes prior negotiations or agreements. All prior agreements,
understandings, representations, warranties, and negotiations between the
parties about the subject matter of this Exim Agreement merge into this Exim
Agreement and the Loan Documents.
12.6 Counterparts.
This Exim Agreement may be executed in any number of counterparts and by
different parties on separate counterparts, each of which, when executed and
delivered, are an original, and all taken together, constitute one Agreement.
12.7 Survival.
All covenants, representations and warranties made in this Exim Agreement
continue in full force while any Obligations remain outstanding. The obligations
of Borrower in Section 12.2 to indemnify Bank will survive until all statutes of
limitations for actions that may be brought against Bank have run.
12.8 Countersignature.
This Agreement shall become effective only when it shall have been executed
by Borrower and Bank (provided, however, in no event shall this Agreement become
effective until signed by an officer of Bank in California).
13. DEFINITIONS
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13.1 Definitions.
Except as otherwise defined, terms that are capitalized in this Exim
Agreement will have the same meaning assigned in the Domestic Loan Documents. In
this Agreement:
"Advance" or "Advances" is a loan advance (or advances) under the Exim
Committed Line.
"Borrower Agreement" is the Export-Import Bank of the United States Working
Capital Guarantee Program Borrower Agreement between Borrower and Bank.
"Borrowing Base" is defined in Section 2.1
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"Credit Extension" is each Advance, Exim Letter of Credit, or any other
extension of credit by Bank for Borrower's benefit.
"Current Liabilities" are the aggregate amount of Borrowers Total
Liabilities which mature within one (1) year.
"Domestic Loan Documents" are the Loan and Security Agreement dated as of
December 29, 1998, as amended, and any documents or instruments executed in
connection therewith.
"Exim Bank" is the Export-Import Bank of the United States.
"Exim Bank Expenses" are all audit fees and expenses; reasonable costs or
expenses (including reasonable attorneys' fees and expenses) for preparing,
negotiating, administering, defending and enforcing the Exim Loan Documents
(including appeals or Insolvency Proceedings) and the fees that the Bank pays to
the Exim Bank in consideration of the issuance of the Exim Guarantee.
"Exim Committed Line" is $1,000,000.
"Exim Eligible Foreign Accounts" are Accounts payable in United States
Dollars that arise in the ordinary course of Borrowers business from Borrower's
sale of Eligible Foreign Inventory (i) that the account debtor does not have its
principal place of business in the United States and (ii) that have been
assigned and comply with all of Borrower's representations and warranties in
Section 5.2; but Bank may change eligibility standards by giving Borrower 30
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days prior written notice. Unless Bank agrees otherwise in writing, Exim
Eligible Foreign Accounts will not include:
(a) Accounts that the account debtor has not paid within 180 days of
invoice date;
(b) Accounts which are more than sixty (60) calendar days past the original
due date, unless it is insured through Exim Bank export credit insurance
for comprehensive commercial and political risk, or through Exim Bank
approved private insurers for a comparable coverage, in which case ninety
(90) calendar days shall apply;
(c) Credit balances over 180 days from invoice date;
(d) Accounts evidenced by a letter of credit until the date of shipment of
the items covered by the subject letter of credit;
(e) Accounts for which the account debtor is a federal, state or local
government entity or any department, agency, or instrumentality;
(f) Accounts for which Borrower owes the account debtor, but only up to the
amount owed (sometimes called "contra" accounts, accounts payable, customer
deposits or credit accounts);
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(g) Accounts for demonstration or promotional equipment, or in which goods
are consigned, sales guaranteed, sale or return, sale on approval, xxxx and
hold, or other terms if account debtor's payment may be conditional;
(h) Accounts for which the account debtor is Borrower's Affiliate, officer,
employee, or agent;
(i) Accounts in which the account debtor disputes liability or makes any
claim and Bank believes there may be a basis for dispute (but only up to
the disputed or claimed amount), or if the Account Debtor is subject to an
Insolvency Proceeding, or becomes insolvent, or goes out of business;
(j) Accounts generated by the sale of products purchased for military
purposes;
(k) Accounts generated by the sales of Inventory which constitute defense
articles or defense services;
(l) Accounts excluded from the Borrowing Base under the Borrower Agreement.
(m) Accounts for which Bank or Exim Bank determines collection to be
doubtful.
"Exim Guarantee" is that certain Master Guarantee Agreement or other
agreement, as amended from time to time, the terms of which are incorporated
into this Exim Agreement.
"Exim Loan Documents" is the Exim Agreement, any note or notes executed by
Borrower or any other agreement entered into in connection with this Exim Loan
Agreement, pursuant to which Exim Bank guarantees Borrower's obligations under
this Exim Agreement.
"Exim Maturity Date" is December 28, 2000.
"Export Order" is a written export order or contract for the purchase by
the buyer from the Borrower of any finished goods or services which are intended
for export.
"Indebtedness" is (a) indebtedness for borrowed money or the deferred price
of property or services, such as reimbursement and other obligations for surety
bonds and letters of credit, (b) obligations evidenced by notes, bonds,
debentures or similar instruments, (c) capital lease obligations and (d)
Contingent Obligations.
"Loan Documents" are, collectively, this Exim Agreement, the Domestic Loan
Documents, any note, or notes or guaranties executed by Borrower or guarantor in
connection with this Exim Agreement or the Domestic Loan Documents, and any
other present or future agreement between Borrower and/or for the benefit of
Bank in connection with this Exim Agreement or the Domestic Loan Documents, all
as amended, extended or restated.
"Obligations" are debts, principal, interest, Bank Expenses and other
amounts Borrower owes Bank now or later, including letters of credit and
exchange contracts and including interest
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accruing after Insolvency Proceedings begin and debts, liabilities, or
obligations of Borrower assigned to Bank and the Obligations of Borrower under
the Domestic Loan Documents.
"Schedule" is any attached schedule of exceptions.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as a sealed instrument as of the date first set forth above.
"Borrower" "Bank"
MATRIXONE, INC. SILICON VALLEY BANK doing business as
SILICON VALLEY EAST
By: /s/ Xxx Xxxxxxxxxx By: /s/ Xxxxxxxx Xxxx
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Xxx Xxxxxxxxxx, CFO Xxxxxxxx Xxxx
SILICON VALLEY BANK
By: /s/ Xxxxxx Xxxxxx
-----------------
Xxxxxx Xxxxxx
Title: Loan Documentation Officer
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(Signed in Santa Xxxxx County, California)
EXHIBIT A TO EXIM LOAN AND SECURITY AGREEMENT
The Collateral consists of all of Borrowers right, title and interest in
and to the following:
All of Borrowers export-related Accounts, and
All proceeds, accessions, replacements, additions, together with Borrower's
Books relating to the foregoing and any and all claims, rights and interests in
any of the above and all substitutions therefor.
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EXHIBIT B TO EXIM LOAN AND SECURITY AGREEMENT
LOAN PAYMENT/ADVANCE TELEPHONE REQUEST FORM
DEADLINE FOR SAME DAY PROCESSING IS 3:00 P.M., EAST COAST TIME
TO: CENTRAL CLIENT SERVICE DIVISION DATE:_______________
FAX #: (000) 000-0000 TIME: ______________
FROM: _______________________________________________________________
BORROWER'S NAME
FROM: _______________________________________________________________
AUTHORIZED SIGNER'S NAME
AUTHORIZED SIGNATURE: _______________________________________________
PHONE: ______________________________________________________________
FROM ACCOUNT ______________________ TO ACCOUNT ________
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REQUESTED TRANSACTION TYPE REQUEST DOLLAR AMOUNT
-------------------------- ---------------------
PRINCIPAL INCREASE (ADVANCE) $ _____________________________
PRINCIPAL PAYMENT (ONLY) $ _____________________________
INTEREST PAYMENT (ONLY) $ _____________________________
PRINCIPAL AND INTEREST (PAYMENT) $ _____________________________
OTHER INSTRUCTIONS:___________________________________________________________________
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All representations and warranties of Borrower stated in the Exim Loan and
Security Agreement dated as of January 14, 2000, as may be amended from time to
time, are true, correct and complete in all material respects as of the date of
the telephone request for and Credit Extension confirmed by this Advance
Request; provided, however, that those representations and warranties expressly
referring to another date shall be true, correct and complete in all material
respects as of such date.
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BANK USE ONLY:
TELEPHONE REQUEST:
-----------------
The following person is authorized to request the loan payment transfer/loan
advance on the advance designated account and is known to me.
_____________________________ _____________________________________
Authorized Requester Phone #
_____________________________ _____________________________________
Received by (Bank) Phone #
_____________________________
Authorized Signature (Bank)
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EXHIBIT C TO EXIM LOAN AND SECURITY AGREEMENT
BORROWING BASE CERTIFICATE
Borrower: MatrixOne, Inc. Bank: Silicon Valley Bank
Two Executive Drive 0000 Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000 Xxxxx Xxxxx, XX 00000
Commitment Amount: $1,000,000
FOREIGN ACCOUNTS RECEIVABLE FROM EXPORT ACTIVITIES
1. Foreign Accounts Receivable Book Value as of $ __________
2. Additions (please explain on reverse) $ __________
3. TOTAL FOREIGN ACCOUNTS RECEIVABLE $ __________
ACCOUNTS RECEIVABLE DEDUCTIONS
4. Accounts over 180 days from invoice date $ __________
5. Amounts over 60 days past due (unless insured, then 90 days) $ __________
6. Deleted $ __________
7. Credit Balances over 180 days $ __________
8. Accounts not payable in the U.S. Dollars or payable in other than U.S. $ __________
Dollars
9. Governmental and Military Accounts $ __________
10. Contra Accounts $ __________
11. Promotion, Demo or Consignment Accounts $ __________
12. Intercompany/Employee and affiliate Accounts $ __________
13. Accounts in the form of UCs, if subject items have not yet been shipped $ __________
by Borrower
14. Accounts arising from Inventory not originally located in and shipped $ __________
from the U.S.
15. Accounts arising from the sale of defense articles or items $ __________
16. Accounts of buyers located in or from countries in which shipment is $ __________
prohibited
17. Other exclusions $ __________
18. TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS $ __________
19. Eligible Accounts (No. 3 - No. 18) $ __________
20. Loan Value of Accounts (90%-Advance) $ __________
BALANCES
21. Maximum Loan Amount $1,000,000
22. Total Available (Lesser of No. 20 or No. 21) $ __________
23. Present balance owing on Line of Credit $ __________
24. Outstanding under Sublimits ( n/a ) $ __________
25. RESERVE POSITION (No. 22 - (No. 23 + No. 24)) $ __________
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The undersigned represents and warrants that as of the date hereof the foregoing
is true, complete and correct, that the information reflected in this Collateral
Schedule complies with the representations and warranties set forth in the Exim
Loan and Security Agreement, between Borrower and Bank, and executed by Borrower
and acknowledged by Bank, dated as of January 14, 2000, as may be amended from
time to time, as if all representations and warranties were made as of the date
hereof, and that Borrower is, and shall remain, in full compliance with its
agreements, covenants, and obligations under such agreements. Such
representations and warranties include, without limitation, the following:
Borrower is using disbursements only for the purpose of enabling Borrower to
finance the cost of manufacturing, purchasing or selling items intended for
export. Borrower is not using disbursements for the purpose of: (a) servicing
any of Borrower's unrelated preexisting or future indebtedness, (b) acquiring
fixed assets or capital goods for the use of Borrower's business; (c) acquiring,
equipping, or renting commercial space outside the United States, or (d) paying
salaries of non-U.S. citizens or non-U.S. permanent residents who are located in
the offices of the United States. Additionally, disbursements are not being
used to finance the manufacture, purchase or sale of all of the following: (a)
Items to be sold to a buyer located in a country in which the Export Import Bank
of the United States is legally prohibited from doing business; (b) that part of
the cost of the items which is not U.S. Content unless such part is not greater
than fifty percent (50%) of the cost of the items and is incorporated into the
items in the United States; (c) defense articles or defense services or items
directly or indirectly destined for use by military organizations designed
primarily for military use (regardless of the nature or actual use of the
items); or (d) any items to be used in the construction, alteration, operation
or maintenance of nuclear power, enrichment, reprocessing, research or heavy
water production facilities.
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COMMENTS: BANK USE ONLY
Rec'd By: ______________________
Date: _________________________
Reviewed By: __________________
Compliance Status: Yes / No
_________________________________
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By:______________________________
Authorized Signer
