Exhibit 4.3(f)
LANVISION SYSTEMS, INC.
FIFTH AMMENDMENT TO THE LOAN AND SECURITY AGREEMENT BETWEEN THE HILLSTREET FUND
L.P. AND LANVISION SYSTEMS, INC.
FIFTH AMENDMENT TO LOAN AGREEMENT
THIS FIFTH AMENDMENT TO LOAN AGREEMENT ("Amendment") is executed
pursuant to and made a part of the Loan and Security Agreement dated July 17,
1998, by and between LANVISION SYSTEMS, INC., a Delaware corporation
("Borrower"), and THE HILLSTREET FUND, L.P., a Delaware limited partnership
("Lender"), as amended by letter agreements dated March 18, 1999, April 12,
1999, September 14, 1999 and Amendment Number 1, dated November 25, 1998, an
Amendment dated February 11, 2000, Amendment Number 3, dated September 5, 2000
and Amendment Number 4, dated April 2, 2001( as amended, the "Loan Agreement").
WHEREAS, Borrower and Lender wish to further amend the Loan Agreement
in accordance with the terms and provisions hereof.
NOW, THEREFORE, the parties agree as follows:
1. AMENDMENTS TO LOAN AGREEMENT. The following amendments shall be made
to the terms of the Loan Agreement:
(a) MINIMUM REVENUES AND EBIT. Section 6.4 of the Loan Agreement
shall be amended in its entirety to read as follows:
"Section 6.4 MINIMUM REVENUES AND EBIT.
(a) MINIMUM REVENUES. On each of the Computation Dates set
forth below, the Borrower shall not permit the total
cumulative revenues (calculated for the period of time
beginning on February 1, 2002 through such Computation
Date) to be less than the minimum amount set forth
bellow:
1. MINIMUM
COMPUTATION DATE CUMULATIVE REVENUES
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April 30, 2002 $2,000,000
July 31, 2002 $4,800,000
October 31, 2002 $8,000,000
January 31, 2003 $11,500,000
(b) MINIMUM EBIT. On each Computation date set forth below,
the Borrower shall not permit the total Cumulative EBIT
(calculated for the period of time beginning on February
1, 2002 through such Computation Date) to be less than
the minimum amount set forth below:
2. MINIMUM
COMPUTATION DATE CUMULATIVE EBIT
---------------- ---------------
April 30, 2002 $ (200,000)
July 31, 2002 $300,000
October 31, 2002 $1,300,000
January 31, 2003 $2,300,000
(c) NET WORTH. Section 6.5 of the Loan Agreement shall be
amended in its entirety to read as follows:
"Section 6.5 NET WORTH. "On each of the Computation Dates
set forth below, the Borrower shall not permit the Net
Worth to be less than the minimum amount set forth below:
3. MINIMUM
COMPUTATION DATE NET WORTH
---------------- ---------
April 30, 2002 $2,000,000
July 31, 2002 $2,500,000
October 31, 2002 $3,000,000
January 31, 2003 $3,500,000
Borrower and Lender shall amend this Agreement on or before February 28,
2003, to provide covenant compliance (at minimum levels acceptable to
Lender) under Section 6.4(a), 6.4 (b) and 6.5 for April 30, 2003, and each
Computation date thereafter. If Borrower and Lender do not agree to
amendments to such sections, the Borrower shall be deemed to be in default
under the terms of these sections."
3.1 Section 6.7 of the Loan Agreement shall be amended in its entirety to
read as follows:
"Section 6.7 MINIMUM CASH AND INVESTMENTS. The Borrower shall
at all times, after the payment of the Additional Special
Payment in accordance with Section 2.12 as amended below,
maintain on its balance sheet total cash and investments (as
described in Section 6.10(b)) of at least Four Million Eight
Hundred Thousand and 00/100 Dollars ($4,800,000.00)."
(b) Section 2 of the Loan Agreement shall be amended to add the
following:
"Section 2.12 ADDITIONAL SPECIAL PAYMENT. Borrower has accrued
on its balance sheet at January 31, 2002 the sum of Two
Million Two Hundred Thirty-nine Thousand, Seven Hundred
Ninety-eight and 00/100 Dollars ($2,239,798.00) (after giving
effect to two Special Payments made by Borrower pursuant to
the Third and Fourth Amendments to the Loan Agreement) as a
liability to Lender, representing the amount of the additional
fee accrued through January 31, 2002 to guarantee Lender a
minimum compounded annual internal rate of return of
twenty-five percent (25%) at maturity on July 31, 2004
pursuant to Section 2.3(c) of the Loan Agreement (the "Yield
Guarantee at Maturity"). Borrower has agreed to pay to Lender
the sum of Five Hundred Thousand and 00/100 Dollars
($500,000.00) of such accrued amount contemporaneously with
the execution of this Fifth Amendment, March 13, 2002 (the
"Special Payment Three"). Accordingly, upon payment in full of
the Term Loan, Lender agrees to credit against the amount of
the Yield Guarantee at Maturity due Lender an amount equal to
the future value of Five Hundred Thousand and 00/100 Dollars
($500,000.00), compounded at an assumed interest rate of six
percent (6%) per annum from the date hereof to the date of
payment of the Term Loan. The amount so computed is referred
to as the "Future Credit Amount." For example, if the Loan is
paid in full at maturity on July 31, 2004, the Future Credit
Amount shall be equal to Five Hundred Seventy-two Thousand and
34/100 Dollars ($572,000.34). Notwithstanding this Special
Payment Three of Five Hundred Thousand and 00/100 Dollars
($500,000.00), Borrower shall be liable to Lender for the full
amount of the Yield Guarantee at Maturity as if this Special
Payment Three had not been made, and will continue to accrue
an amount to satisfy such Yield Guarantee at Maturity on a
monthly basis as if this Special Payment Three had not been
made."
2. REAFFIRMATION OF COVENANTS, REPRESENTATIONS AND WARRANTIES.
Borrower hereby agrees and covenants that all representations
and warranties in the Loan Agreement including, without
limitation, all of those representations and warranties set
forth in Article 4, are true and accurate as of the date
hereof. Borrower further reaffirms all covenants in the Loan
Agreement and reaffirms each of the covenants set forth in
Articles 5 & 6 thereof, as if fully set forth herein, except
to the extent modified by this agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment to Loan Agreement as of the 13th day of March 2002.
LENDER: BORROWER:
THE HILLSTREET FUND, L.P. LANVISION SYSTEMS, INC.
By : HillStreet Capital, Inc. By: /s/ J. BrianPatsy
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Its: Investment Manager J. Xxxxx Xxxxx
Chief Executive Officer
By: /s/ Xxxxxxxxx X. Xxxxxxxxx
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Xxxxxxxxx X. Xxxxxxxxx, President
Date: 3/13/02 Date: 3/13/02
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