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Exhibit 10(f)
SILICON VALLEY BANK
AMENDMENT TO LOAN AND
SECURITY AGREEMENT
BORROWER: CAM DATA SYSTEMS, INC.
ADDRESS: 00000 XXXXXXX XXXXXX, XXXXX 000
XXXXXXXX XXXXXX, XXXXXXXXXX 00000
DATE: JULY 17, 1995
THIS AMENDMENT TO LOAN AND SECURITY AGREEMENT is entered into
between SILICON VALLEY BANK ("Silicon") and the borrower named above (the
"Borrower").
The Parties agree to amend the Loan and Security Agreement between
them, dated June 30, 1992, as amended by that certain Amendment to Loan
Agreement dated July 7, 1993, and as amended by that Amendment to Loan
Agreement dated June 28, 1994 (as amended, the "Loan Agreement"), as follows.
(Capitalized terms used but not defined in this Amendment, shall have the
meanings set forth in the Loan Agreement.)
1. AMENDED SCHEDULE. The Schedule to Loan and Security Agreement
is amended, effective on the date hereof, to read as set forth on the Amended
Schedule to Loan and Security Agreement attached hereto.
2. FINANCIAL REPORTING. Section 3.7 of the Loan Agreement is
hereby deleted in its entirety and replaced with the following:
3.7 FINANCIAL CONDITION AND STATEMENTS. All financial
statements now or in the future delivered to Silicon have
been, and will be, prepared in conformity with generally
accepted accounting principles and now and in the future will
completely and accurately reflect the financial condition of
the Borrower, at the times and for the periods therein stated.
Since the last date covered by any such statement, there has
been no material adverse change in the financial condition or
business of the Borrower. The Borrower is now and will
continue to be solvent. The Borrower will provide Silicon:
(i) at all times that any Obligations remain outstanding,
within 30 days after the end of each month, a monthly
financial statement prepared by the Borrower, and a monthly
Compliance Certificate; the Compliance Certificate shall be in
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such form as Silicon shall reasonably specify, signed by the
Chief Financial Officer of the Borrower, certifying that
throughout such month, the 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 on the Schedule and such other
information as Silicon shall reasonably request; (ii) at all
other times, within 30 days after the end of each fiscal
quarter, a quarterly financial statement prepared by the
Borrower, and a quarterly Compliance Certificate; the
Compliance Certificate shall be in such form as Silicon shall
reasonably specify, signed by the Chief Financial Officer of
the Borrower, certifying that throughout such fiscal quarter,
the 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 on
the Schedule and such other information as Silicon shall
reasonably request; (iii) copies of the Borrower's Reports to
the Securities Exchange Commission on Forms 10-Q and 10-K
within five days after the earlier of the date they are filed
or are required to be filed with the Securities Exchange
Commission; and (iv) within 90 days following the end of the
Borrower's fiscal year, complete annual financial statements,
certified by independent certified public accountants
acceptable to Silicon and accompanied by the unqualified
report thereon by said independent certified public
accountants.
3. FACILITY FEE. Borrower shall concurrently pay to Silicon a
facility fee in the amount of $1,875.00, which shall be in addition to all
interest and all other fees payable to Silicon and shall be non-refundable.
4. 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.
5. GENERAL PROVISIONS. This Amendment, the Loan Agreement, any
prior written amendments to the Loan Agreement signed by Silicon and the
Borrower, and the other written documents and agreements between Silicon and
the 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 the Borrower shall continue in full force and
effect and the same are hereby ratified and confirmed.
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BORROWER: SILICON:
CAM DATA SYSTEMS, INC. SILICON VALLEY BANK
BY_______________________________ BY_______________________________
PRESIDENT OR VICE PRESIDENT TITLE____________________________
BY_______________________________
SECRETARY OR ASS'T SECRETARY
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SILICON VALLEY BANK
AMENDED SCHEDULE TO
LOAN AND SECURITY AGREEMENT
BORROWER: CAM DATA SYSTEMS, INC.
ADDRESS: 00000 XXXXXXX XXXXXX, XXXXX 000
XXXXXXXX XXXXXX, XXXXXXXXXX 00000
DATE: JULY 17, 1995
CREDIT LIMIT
(Section 1.1): An amount not to exceed the lesser of:
(i) $750,000 at any one time outstanding;
or (ii) 75% of the Net Amount of
Borrower's accounts, which Silicon in its
discretion deems eligible for borrowing.
"Net Amount" of an account means the
gross amount of the account, minus all
applicable sales, use, excise and other
similar taxes and minus all discounts,
credits and allowances of any nature
granted or claimed.
Without limiting the fact that the
determination of which accounts are
eligible for borrowing is a matter of
Silicon's discretion, the following will
not be deemed eligible for borrowing:
accounts outstanding for more than 90
days from the invoice date, accounts
subject to any contingencies, accounts
owing from an account debtor outside the
United States (unless pre-approved by
Silicon in its discretion, or backed by a
letter of credit satisfactory to Silicon,
or FCIA insured satisfactory to Silicon),
accounts owing from one account debtor to
the extent they exceed 25% of the total
eligible accounts outstanding, accounts
owing from an affiliate of Borrower, and
accounts owing from an account debtor to
whom Borrower is or may be liable for
goods purchased from such account debtor
or otherwise. In addition, if more than
50% of the accounts owing from an account
debtor are outstanding more than 90 days
from the invoice date or are otherwise
not eligible accounts, then all accounts
owing from that account debtor will be
deemed ineligible for borrowing.
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LETTERS OF CREDIT SUBLIMIT Silicon, in its 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 at any
one time outstanding not to exceed
$100,000, upon the request of the
Borrower and upon execution and delivery
by the Borrower of 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. 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, plus 1.00% 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.
LOAN ORIGINATION FEE (Section 1.3): SEE AMENDMENT TO LOAN AND SECURITY
AGREEMENT OF EVEN DATE.
MATURITY DATE
(Section 5.1): JUNE 5, 1996
PRIOR NAMES OF BORROWER
(Section 3.2): SILVER PLUS
TRADE NAMES OF BORROWER
(Section 3.2): NONE
OTHER LOCATIONS AND ADDRESSES
(Section 3.3): 0000 XXXXXXXXXX, XXXXX 00, XXXXXXX,
XX 00000;
0000 XXXXXXX XXXX, XXXXX 0000, XXXXXXX
XXXXXXX, XX 00000;
000 XXXXXXX XXXXXX, XXXXXX, XX 00000
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MATERIAL ADVERSE LITIGATION
(Section 3.10): NONE
NEGATIVE COVENANTS-EXCEPTIONS
(Section 4.6): Without Silicon's prior written consent,
Borrower may do the following, provided
that, after giving effect thereto, no
Event of Default has occurred and no
event has occurred which, with notice or
passage of time or both, would constitute
an Event of Default, and provided that
the following are done in compliance with
all applicable laws, rules and
regulations: (i) repurchase shares of
Borrower's stock pursuant to any employee
stock purchase or benefit plan, provided
that the total amount paid by Borrower
for such stock does not exceed $100,000
in any fiscal year.
FINANCIAL COVENANTS
(Section 4.1): Borrower shall comply with all of the
following covenants. Compliance shall
be determined as of the end of each
quarter, except as otherwise specifically
provided below:
QUICK ASSET RATIO: Borrower shall maintain a ratio of
"Quick Assets" to current liabilities
of not less than 1.25 to 1.
TANGIBLE NET WORTH: Borrower shall maintain a tangible net
worth of not less than $2,000,000.
DEBT TO TANGIBLE
NET WORTH RATIO: Borrower shall maintain a ratio of total
liabilities to tangible net worth of
not more than 1.00 to 1.
PROFITABILITY Borrower shall not incur a loss (after
taxes) for any fiscal year, except that
in a single fiscal quarter during each
fiscal year Borrower may incur a loss
(after taxes) in an amount not to exceed
$100,000.
DEFINITIONS: "Current assets," and "current
liabilities" shall have the meanings
ascribed to them in accordance with
generally accepted accounting principles.
"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, and franchises.
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"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. Borrower
shall at all times maintain its primary
banking relationship with Silicon.
2. BORROWING BASE CERTIFICATE AND
LISTING. At all times that any
Obligations remain outstanding, within 20
days after the end of each month,
Borrower shall provide Silicon with a
Borrowing Base Certificate in such form
as Silicon shall specify, and an aged
listing of Borrower's accounts receivable
and accounts payable. At all other
times, within 30 days after the end of
each fiscal quarter, Borrower shall
provide Silicon with a Borrowing Base
Certificate in such form as Silicon shall
specify, and an aged listing of
Borrower's accounts receivable.
Additionally, prior to any new Loans
being advanced, Borrower shall provide
Silicon with a current Borrowing Base
Certificate in such form as Silicon shall
specify, and an aged listing of
Borrower's accounts receivable and
accounts payable.
3. 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 in an aggregate amount not
exceeding $250,000 at any time
outstanding.
4. COPYRIGHT SECURITY AGREEMENT.
Borrower shall continue in full force and
effect the Security Agreement
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in Copyrighted Works, executed by
Borrower in favor of Silicon, in
conjunction with the Amendment to Loan
Agreement dated July 7, 1993. The
Borrower shall cause the Security
Agreement in Copyrighted Works to remain
in full force and effect while any
Obligations remain outstanding.
5. ACCOUNTS RECEIVABLE AUDITS. No
accounts receivable audits as set forth
under Section 4.5 of this Agreement shall
be required during periods in which no
Obligations remain outstanding. An
accounts receivable audit as set forth
under Section 4.5 of this Agreement shall
be conducted and completed, with
satisfactory results, within 30 days
after any new Loan is made hereunder.
Additionally, at all times that any
Obligations remain outstanding, the
accounts receivable audits by third
parties retained by Silicon as set forth
in Section 4.5 of this Agreement shall be
conducted on a semi-annual basis.
BORROWER:
CAM DATA SYSTEMS, INC.
BY_______________________________
PRESIDENT OR VICE PRESIDENT
BY_______________________________
SECRETARY OR ASS'T SECRETARY
SILICON:
SILICON VALLEY BANK
BY_______________________________
TITLE____________________________
