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EXHIBIT(b)(ii)
AMENDMENT AGREEMENT NUMBER ONE
TO LOAN AND SECURITY AGREEMENT
THIS AMENDMENT AGREEMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT AND
FEE LETTER (this "Amendment"), dated as of July 26, 2001, is entered into
between and among, on the one hand U.S. BANK NATIONAL ASSOCIATION ("U.S. Bank"),
as a lender and as the arranger and administrative agent ("Agent") for the
lenders that become members of the Lender Group pursuant to the terms of the
Agreement (as that term is defined below) (such lenders, together with their
respective successors and assigns, are referred to hereinafter each individually
as a "Lender" and collectively as the "Lenders"), and, on the other hand, 3D
SYSTEMS CORPORATION, a Delaware corporation ("Parent"), and each of Parent's
Subsidiaries identified on the signature page hereof (such Subsidiaries,
together with Parent, are referred to hereinafter each individually as a
"Borrower," and individually and collectively, jointly and severally, as the
"Borrowers") and amends that certain Loan and Security Agreement, dated as of
May 21, 2001, between and among Agent and Borrowers (the "Agreement"). All terms
which are defined in the Agreement shall have the same definition when used
herein unless a different definition is ascribed to such term under this
Amendment, in which case, the definition contained herein shall govern. This
Amendment is entered into in light of the following facts:
RECITALS
WHEREAS, Section 3.1(a) of the Agreement is a condition precedent to the
initial Advance that the Closing Date occur on or before July 31, 2001; and
WHEREAS, Agent and Borrowers have agreed that the Closing Date be
permitted to occur on or before August 31, 2001;
NOW, THEREFORE, the parties agree as follows:
1. Section 3.1(a) of the Agreement is deleted in its entirety and is
replaced with a new Section 3.1(a) as follows:
(a)The Closing Date shall occur on or before August 31, 2001.
2. This Amendment shall be deemed effective as of the date first
hereinabove written and shall have no retroactive effect whatsoever. Except as
specifically amended herein, the Agreement shall remain in full force and effect
without any other changes, amendments or modifications.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered as of the date first above written.
3D SYSTEMS CORPORATION,
a Delaware corporation, as Administrative
Borrower and as a Borrower
By: /s/ E. Xxxxx Xxxxxx
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Title: Chief Financial Officer
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3D SYSTEMS, INC.
a California corporation, as a Borrower
By: /s/ E. Xxxxx Xxxxxx
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Title: Chief Financial Officer
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TIGER DEALS, INC.,
a Delaware corporation, as a Borrower
By: /s/ E. Xxxxx Xxxxxx
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Title: Chief Financial Officer
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3D CAPITAL CORPORATION,
a California corporation, as a Borrower
By: /s/ E. Xxxxx Xxxxxx
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Title: Chief Financial Officer
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DTM CORPORATION,
a Texas corporation, as a Borrower
effective upon consummation of the Merger
By:
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Title:
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U.S. BANK NATIONAL ASSOCIATION,
as Agent and as a Lender
By: /s/ Xxxxxxx X. Xxx
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Xxxxxxx X. Xxx, Vice President
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