EXHIBIT 10.2
SILICON VALLEY BANK
AMENDMENT TO LOAN DOCUMENTS
BORROWER: ONYX SOFTWARE CORPORATION
DATE: MAY 5, 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 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
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.
EXIM AGREEMENT;
CROSS-COLLATERALIZATION;
CROSS-DEFAULT: Silicon and the Borrower are parties to that
certain Loan and Security Agreement (Exim
Program) dated approximately May 5, 2003
(the "Exim Agreement"). Both this Agreement
and
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the Exim Agreement shall continue in full
force and effect, and all rights and
remedies under this Agreement and the Exim
Agreement are cumulative. The term
"Obligations" as used in this Agreement and
in the Exim Agreement shall include without
limitation the obligation to pay when due
all Loans made pursuant to this Agreement
(the "Non-Exim Loans") and all interest
thereon and the obligation to pay when due
all Loans made pursuant to the Exim
Agreement (the "Exim Loans") and all
interest thereon. Without limiting the
generality of the foregoing, all
"Collateral" as defined in this Agreement
and as defined in the Exim Agreement shall
secure all Exim Loans and all Non-Exim Loans
and all interest thereon, and all other
Obligations. Any Event of Default under this
Agreement shall also constitute an Event of
Default under the Exim Agreement, and any
Event of Default under the Exim Agreement
shall also constitute an Event of Default
under this Agreement. In the event Silicon
assigns its rights under the Exim Agreement
and/or under any Note evidencing Exim Loans
and/or its rights under this Agreement
and/or under any Note evidencing Non-Exim
Loans, to any third party, including without
limitation the Export-Import Bank of the
United States ("Exim Bank"), whether before
or after the occurrence of any Event of
Default, Silicon shall have the right (but
not any obligation), in its sole discretion,
to allocate and apportion Collateral to the
Agreement and/or Note assigned and to
specify the priorities of the respective
security interests in such Collateral
between itself and the assignee, all without
notice to or consent of the Borrower.
2. 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.
3. 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
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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.
BORROWER: SILICON:
ONYX SOFTWARE CORPORATION SILICON VALLEY BANK
BY /s/ XXXXX X. XXXX BY /s/ XXXXX XXXXXXXX
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TREASURER TITLE Portfolio Manager
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BY /s/ XXXX X. XXXXXX
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SECRETARY
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