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EXHIBIT 10.30
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of March 4, 1998, by
and among Consep, Inc. and Pacoast, Inc. whose address is 000 XX Xxxxxxxx
Xxxxxx, Xxxx, XX 00000 and Xxxxxxx Xxxx, Inc. whose address is 0000 Xxxx Xxxxxx
Xxxxxx, Xxxxxx, XX 00000 (collectively the "Borrower") and Silicon Valley Bank,
a California chartered bank ("Silicon") whose address is 0000 Xxxxxx Xxxxx,
Xxxxx Xxxxx, XX 00000 and with a Loan Production Office located at 0000 XX
Xxxxxxx, Xxxxxxxxx, XX 00000.
1. DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which may be
owing by Borrower to Silicon, Borrower is jointly and severally indebted to
Silicon pursuant to, among other documents, an Amended and Restated Loan and
Security Agreement (and Schedules thereto), dated June 23, 1997, as may be
amended from time to time, (the "Loan Agreement"). The Loan Agreement
provided for, among other things, a line of credit in the original principal
amount of Seven Million Five Hundred Thousand and 00/100 Dollars
($7,500,000.00), (the "Credit Limit"). Defined terms used but not otherwise
defined herein shall have the same meanings as in the Loan Agreement.
Hereinafter, all indebtedness owing by Borrower to Silicon shall be referred to
as the "Indebtedness."
2. DESCRIPTION OF COLLATERAL AND GUARANTIES. Repayment of the Indebtedness
is secured by the Collateral as described in the Loan Agreement.
Hereinafter, the above-described security documents and guaranties, together
with all other documents securing repayment of the Indebtedness shall be
referred to as the "Security Documents". Hereinafter, the Security Documents,
together with all other documents evidencing or securing the Indebtedness shall
be referred to as the "Existing Loan Documents".
3. DESCRIPTION OF CHANGE IN TERMS.
A. Waiver of Default.
1. Silicon hereby waives Borrower's existing default under
the Loan Agreement by virtue of Borrower's failure to
comply with the Tangible Net Worth and Profitability
covenants as of the quarter ended December 31, 1997.
Silicon's waiver of Borrower's compliance of these
covenants shall apply only to the foregoing period.
Accordingly, for the quarter ended March 31, 1998,
Borrower shall be in compliance with these covenants, as
amended herein.
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Silicon's agreement to waive the above-described default
(1) in no way shall be deemed an agreement by Silicon to
waive Borrower's compliance with the above-described
covenants as of all other dates and (2) shall not limit or
impair Silicon's right to demand strict performance of
these covenants as of all other dates and (3) shall not
limit or impair Silicon's right to demand strict
performance of all other covenants as of any date.
Modification(s) to Loan Agreement and Schedule.
1. The Section entitled "Financial Covenants" is hereby
amended in part to read as follows:
TANGIBLE NET WORTH: Borrower shall maintain a Tangible Net
Worth of not less than $12,000,000.00, plus 50% of the net
proceeds of any equity financing of Borrower that closes
after the date hereof, beginning with the quarter ending
March 31, 1998 and thereafter.
4. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended
wherever necessary to reflect the changes described above.
5. PAYMENT OF LOAN FEE. Borrower shall pay to Silicon a fee in the amount
of Two Thousand and 00/100 Dollars ($2,000.00) (the "Loan Fee") plus all
out-of-pocket expenses.
6. NO DEFENSES OF BORROWER. Borrower (and each guarantor and pledgor
signing below) agrees that it has no defenses against the obligations to
pay any amounts under the indebtedness.
7. CONTINUING VALIDITY. Borrower (and each guarantor and pledgor signing
below) understands and agrees that in modifying the existing
Indebtedness, Silicon is relying upon Borrower's representations,
warranties, and agreements, as set forth in the Existing Loan Documents.
Except as expressly modified pursuant to this Loan Modification
Agreement, the terms of the Existing Loan Documents remain unchanged and
in full force and effect. Silicon's agreement to modifications to the
existing Indebtedness pursuant to this Loan Modification Agreement in no
way shall obligate Silicon to make any future modifications to the
Indebtedness. Nothing in this Loan Modification Agreement shall
constitute a satisfaction of the Indebtedness. It is the intention of
Silicon and Borrower to retain as liable parties all makers and
endorsers of Existing Loan Documents, unless the party is expressly
released by Silicon in writing. No maker, endorser, or guarantor will be
released by virtue of this Loan Modification Agreement. The terms of
this paragraph apply not only to this Loan Modification Agreement, but
also to all subsequent loan modifications agreements.
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8. CONDITIONS. The effectiveness of this Loan Modification Agreement is
conditioned upon Borrower's payment of the Loan Fee.
This Loan Modification Agreement is executed as of the date first
written above.
BORROWER: SILICON:
CONSEP, INC. SILICON VALLEY BANK
By: /s/ Xxxxx Xxxx By: /s/ Xxx Xxxxxxx
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Name: Xxxxx Xxxx Name: Xxx Xxxxxxx
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Title: Chief Financial Officer Title: Vice President
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PACOAST, INC.
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Title: Vice President
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XXXXXXX XXXX, INC.
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Title: Vice President
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