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EXHIBIT 10.9
Greyrock
Business
Credit
A NationsBank Company
SCHEDULE TO
LOAN AND SECURITY AGREEMENT
BORROWER: SYNQUEST, INC.
ADDRESS: 0000 XXXXXXX XXXX, XXXXX 000
XXXXXXXX, XXXXXXX 00000
DATE: JUNE 30, 1997
This Schedule is an integral part of the Loan and Security Agreement
between Greyrock Business Credit, a Division of NationsCredit Commercial
Corporation ("GBC") and the borrower named above ("Borrower") dated July 10,
1996, and amends and restates in its entirety the Schedule to Loan and Security
Agreement dated July 10, 1996.
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1. CREDIT LIMIT An amount not to exceed the lesser of: (i) $7,500,000
(Section 1.1): at any one time outstanding; or (ii) 80% of the
amount of Borrower's Eligible Receivables (as defined
in Section 8 above) and the Eligible Receivables of
Xxxxxx Consulting, Inc. ("BCI"). For purposes of this
Agreement, the following provisions shall apply so
long as Loans are being made hereunder with respect
to any Receivables of BCI:
(1) all representations and warranties of BCI made in
the Security Agreement dated June 16, 1997 (the
"Security Agreement"), between BCI and GBC, relating
to any Receivable of BCI with respect to which any
Loan is requested by Borrower, including the
representations set forth in Section 2.12 of the
Security Agreement, shall be true and correct on the
date any such Loan is made; and
(2) Borrower shall, or shall cause BCI to, provide
GBC with the daily reporting of transactions and
daily schedules and assignments of BCI's Receivables
and schedules of collections, as called for by
Section 4.3 hereof with respect to Borrower's
Receivables, and Borrower shall deliver, or cause BCI
to deliver, all proceeds of BCI's Receivables to GBC,
within one business day after receipt, as called for
by Sections 4.4 and 5.4 hereof with respect to
Borrower's Receivables.
As used in this Schedule, the terms "Receivables" and
"Eligible Receivables" (as defined in Section 8)
shall be deemed to include
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a reference to BCI in each place in such definitions
in which a reference to Borrower is made.
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2. INTEREST The interest rate in effect throughout each calendar
month during the term of this Agreement shall be the
Interest Rate highest "LIBOR Rate" in effect during such month,
(Section 1.2): plus a 5.125% per annum, provided that the interest
rate in effect in each month shall not be less than
9% per annum, and provided that the interest charged
for each month shall be a minimum of $5,000,
regardless of the amount of the Obligations
outstanding. Interest shall be calculated on the
basis of a 360-day year for the actual number of days
elapsed. "LIBOR Rate" has the meaning set forth in
Section 8 above.
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3. FEES (Section 1.3/Section 6.2):
Renewal Fee: $25,000, payable concurrently herewith.
Termination Fee: $2,500 per month for each month (or portion
thereof) from the effective date of termination
to the Maturity Date.
NSF Check Charge: $15.00 per item.
Wire Transfer: $15.00 per transfer.
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4. MATURITY DATE
(Section 6.1): July 31, 1998 subject to automatic renewal as
provided in Section 6.1 above, and early termination
as provided in Section 6.2 above.
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5. REPORTING Borrower shall provide GBC with the following:
(Section 5.2):
1. Annual financial statements, as soon as
available, and in any event within 90 days
following the end of Borrower's fiscal year,
certified by Ernst & Young or other
independent certified public accountants
acceptable to GBC.
2. Quarterly unaudited financial statements, as
soon as available, and in any event within
30 days after the end of each fiscal quarter
of Borrower.
3. Monthly unaudited financial statements as
soon as available and, in any event, no
later than 30 days after the end of each
month.
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4. Monthly Receivable agings, aged by invoice
date, within 10 days after the end of each
month.
5. Monthly accounts payable agings, aged by
invoice date, and outstanding or held check
registers within 10 days after the end of
each month.
6. Upon request of GBC, such financial
statements as are prepared in the ordinary
course for BCI, as soon as available.
The foregoing reports described in items 4 and 5
above shall include BCI so long as Loans are being
made hereunder with respect to any Receivables of
BCI.
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ANNEX
TO
SCHEDULE TO
LOAN AND SECURITY AGREEMENT
JUNE 30, 1997
Prior Names of Borrower
(Section 3.2): None
Prior Trade Names of Borrower
(Section 3.2): None
Existing Trade Names of Borrower:
(Section 3.2): Fact, Inc.
SynQuest, Inc.
Other Locations and Addresses:
Borrower: Borrower Subsidiaries:
0000 Xxxxxxx Xxxx Xxxxxx Consulting, Inc., a company
Suite 555 of XxxXxxxx
Xxxxxxxx, XX 00000 0000 Xxxxxxxxx Xxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
000 Xxx 000 XxxXxxxx, B. V.
Suite 150 Stephensonweg 11
Xxxxxxx Xxxx, XX 00000 4207 HA
Gorinchem
The Netherlands
0000 Xxxx 00(xx) Xxxxxx SynQuest, S.A. (Log'In S.A.)
Xxxxx 000 Xxx Xxxxxxxxxxx X0
Xxxxxxxx, XX 00000 0, Xxxxxx xx Xxxxx-Xxxxxxx
00000 Xxxxxx-Xxxxxxx, Xxxxxx
0000 Xxxxxxxx Xxxx XxxXxxxx, Xxx.
Xxxx, XX 00000 Xxxxxxx Xxxxx
Xxx Xxxxxxxx
Xxxxxxx,
Xxxxxxxxx XX00 0XX
Xxxxxx Xxxxxxx
Material Adverse Litigation: None
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Greyrock Business Credit Schedule to Loan and Security Agreement
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6. BORROWER INFORMATION:
PRIOR NAMES OF
BORROWER
(Section 3.2): See Annex hereto
PRIOR TRADE
NAMES OF BORROWER
(Section 3.2): See Annex hereto
EXISTING TRADE
NAMES OF BORROWER
(Section 3.2): See Annex hereto
OTHER LOCATIONS AND
ADDRESSES (Section 3.3): See Annex hereto
MATERIAL ADVERSE
LITIGATION (Section 3.10): See Annex hereto
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7. COPYRIGHT REGISTRATION COVENANT
(Section 5.8): Borrower agrees promptly, and in any event
not later than July 31, 1997, to have any of
its currently unregistered material
copyrights registered and filed with the
Copyright Office in Washington, D.C. and to
promptly provide GBC with evidence of such
registration and filing. Borrower will, on
an ongoing basis, promptly register and file
any unregistered copyrights with the
Copyright Office.
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Borrower: GBC:
SYNQUEST, INC. GREYROCK BUSINESS CREDIT,
a Division of NationsCredit Commercial
Corporation
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxx Xxxxxx
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President or Vice President Title: Vice President
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By: /s/ Xxxx X. Xxxxxx
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Secretary or Asst. Secretary
