EXHIBIT 10.1
SILICON VALLEY BANK
AMENDMENT TO LOAN DOCUMENTS
BORROWER: ONYX SOFTWARE CORPORATION
DATE: MARCH 28, 2003
THIS AMENDMENT 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 DEFINITION OF ELIGIBLE RECEIVABLES. The
double-asterisked (**) insert in the definition of "Eligible Receivables" set
forth in Section 8 of the Loan Agreement that currently reads as follows:
** EXCEPT THAT RECEIVABLES OWING FROM AN ACCOUNT DEBTOR
LOCATED OUTSIDE THE UNITED STATES OR CANADA WHICH ARE BILLED
FROM, AND COLLECTED IN, THE UNITED STATES, MAY BE ELIGIBLE
RECEIVABLES, PROVIDED THAT THE AMOUNT OF SUCH RECEIVABLES
WHICH ARE ELIGIBLE RECEIVABLES SHALL NOT EXCEED 20% OF TOTAL
ELIGIBLE RECEIVABLES
is hereby amended to read as follows:
**[OMITTED]
2. MODIFIED CREDIT LIMIT. Section 1 of the Schedule to Loan and
Security Agreement, entitled "Credit Limit," is hereby amended to read as
follows:
1. CREDIT LIMIT
(Section 1.1): An amount not to exceed the lesser of: (i)
$13,000,000 at any one time outstanding (the
"Maximum Credit Limit"); or (ii) 75% (an
"Advance Rate") of the amount of Borrower's
Eligible Receivables (as defined in Section
8 above).
Silicon may, from time to time, modify the
Advance Rates, in its good faith business
judgment, upon notice to the Borrower, based
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on changes in collection experience with
respect to Receivables or other issues or
factors relating to the Receivables or other
Collateral.
LETTER OF CREDIT
SUBLIMIT
(Section 1.5): $13,000,000.
3. MODIFIED INTEREST RATE. The Interest Rate set forth in Section
2 of the Schedule to Loan and Security Agreement is hereby amended to read as
follows:
INTEREST RATE (Section 1.2):
A rate equal to the "Prime Rate" in effect
from time to time, plus 1.5% per annum,
provided that the interest rate in effect on
any day shall not be less than 6% per annum.
Interest shall be 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.
4. MODIFIED COLLATERAL MONITORING FEE. The Collateral Monitoring
Fee set forth in Section 3 of the Schedule to Loan and Security Agreement is
hereby amended to read as follows:
Collateral Monitoring
Fee: $1,000 per month, payable in arrears
(prorated for any partial month at the
beginning and at termination of this
Agreement).
5. MODIFIED UNUSED LINE FEE. The Unused Line Fee set forth in
Section 3 of the Schedule to the Loan Agreement is hereby amended to read as
follows:
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 and the
aggregate amount of the Letters of Credit
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 and the
aggregate
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amount of the Letters of Credit outstanding
during the calendar month, which unused line
fee shall be computed and paid monthly, in
arrears, on the first day of the following
month.
6. MODIFIED MATURITY DATE. The Maturity Date set forth in Section
4 of the Schedule to Loan and Security Agreement is hereby amended to read as
follows:
4. MATURITY DATE
(Section 6.1): MARCH 31, 2004.
7. MODIFIED FINANCIAL COVENANTS. Section 5 of the Schedule to
Loan and Security Agreement, entitled "5. FINANCIAL COVENANTS (Section 5.1)," is
hereby amended to read as follows:
5. FINANCIAL COVENANTS
(Section 5.1): Borrower shall comply with each of the
following financial covenant(s). Compliance
shall be determined as of the end of each
month, except as otherwise specifically
provided below:
ADJUSTED QUICK
RATIO: Borrower shall maintain an Adjusted Quick
Ratio of not less than 1.25 TO 1.00.
MINIMUM TANGIBLE
NET WORTH: 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 March 1, 2003, 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:
For the month ending March 31, 2003:
$3,750,000;
For each of the months ending April 30, 2003
and May 31, 2003: <$250,000>;
For the month ending June 30, 2003:
$3,900,000;
For each of the months ending July 31, 2003
and August 31, 2003: <$100,000>;
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For the month ending September 30, 2003:
$5,150,000;
For each of the months ending October 31,
2003 and November 30, 2003: $1,150,000;
For the month ending December 31, 2003:
$7,000,000;
For each of the months ending January 31,
2004 and February 28, 2004: $3,000,000; and
For the month ending March 31, 2004:
$7,000,000.
DEFINITIONS. For purposes of the foregoing financial
covenants, the following term shall have the
following meaning:
"< >" shall mean a negative figure or loss,
as applicable.
"Current assets", "current liabilities" and
"liabilities" shall have the meaning
ascribed thereto by generally accepted
accounting principles.
"Adjusted Quick Ratio" shall mean, as of any
applicable date, the ratio of (i)
consolidated cash, cash equivalents and
Receivables of Borrower determined in
accordance with generally accepted
accounting principles, consistently applied,
to (ii) Borrower's current liabilities plus
the face amount of all outstanding Letters
of Credit reserved against the Loans less
Borrower's deferred revenues less the
current portion of Borrower's restructuring
accrual and set forth in Borrower's
financial statements with respect to excess
office space.
"Tangible Net Worth" shall mean the excess
of total assets over total liabilities,
determined in accordance with generally
accepted accounting principles, with the
following adjustments:
(A) there shall be excluded from assets:
(i) notes, accounts receivable and other
obligations owing to Borrower from its
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officers or other Affiliates, and (ii)
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, licenses and
franchises
(B) there shall be excluded from
liabilities: all indebtedness which is
subordinated to the Obligations under a
subordination agreement in form
specified by Silicon or by language in
the instrument evidencing the
indebtedness which is acceptable to
Silicon in its discretion.
8. DEFERRED REVENUE OFFSETS. Provided no Default or Event of
Default has occurred, potential offsets with respect to Borrower's deferred
revenue will not be reserved against Loans that would otherwise be available
under the terms of the Loan Agreement.
9. CLARIFIED BORROWER'S REPRESENTATIONS AND WARRANTIES. The
references to the "Borrower's Representations and Warranties dated ________" set
forth in Section 7 of the Schedule to Loan and Security Agreement are hereby
clarified to mean the Borrower's Representations and Warranties dated February
14, 2002.
10. FEE. In consideration for Silicon entering into this
Amendment, Borrower shall concurrently pay Silicon a fee in the amount of
$65,000, which shall be non-refundable and in addition to all interest and other
fees payable to Silicon under the Loan Documents. Silicon is authorized to
charge said fee to Borrower's loan account.
11. 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.
12. 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/ XXXXX X. XXXX BY /s/ XXXXX XXXXXXXX
---------------------------- -------------------------
TREASURER TITLE Portfolio Manager
BY /s/ XXXX X. XXXXXX
----------------------------
SECRETARY OR ASS'T SECRETARY
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