EXHIBIT 10.23
SILICON VALLEY BANK
AMENDMENT TO LOAN DOCUMENTS
BORROWER: ONYX SOFTWARE CORPORATION
DATE: JANUARY 12, 2004
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 ADVANCE RATE. The Advance Rate set forth in Section 1
of the Schedule to Loan and Security Agreement, entitled "Credit Limit," is
hereby amended from "75%" to "70%."
2. MODIFIED MINIMUM TANGIBLE NET WORTH FINANCIAL COVENANT. The
Minimum Tangible Net Worth Financial Covenant set forth in Section 5 of the
Schedule to Loan and Security Agreement, entitled "5. FINANCIAL COVENANTS
(Section 5.1)," is hereby amended to read as follows:
MINIMUM TANGIBLE
NET WORTH: Borrower shall, on a consolidated basis,
maintain a Tangible Net Worth of not less
than the following amounts plus an amount
equal to 50% of the total consideration
received by Borrower after January 1, 2004,
in consideration for the issuance by the
Borrower of its equity securities and/or
subordinated debt securities, effective on
the date such consideration is received:
For the month ending December 31, 2003:
$5,000,000;
For each of the months ending January 31,
2004 and February 29, 2004: $1,000,000; and
For the month ending March 31, 2004:
$5,000,000.
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SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT
3. FEE. In consideration for Silicon entering into this
Amendment, Borrower shall concurrently pay Silicon a fee in the amount of
$2,500, which shall be non-refundable and in addition to all interest and other
fees payable to Silicon under the Loan Documents. Silicon is authorized to
charge said fee to Borrower's loan account.
4. 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.
5. 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 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 MGR.
BY /s/ XXXX X. XXXXXX
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SECRETARY OR ASS'T SECRETARY
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