Exhibit 10.7.1
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Agreement")
is entered into as of September 1, 1997, by and among SILICON VALLEY BANK, a
California-chartered bank ("Bank") with its principal place of business at 0000
Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000 and with a loan production office
located at One Central Plaza, 00000 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxx,
Xxxxxxxx 00000, doing business under the name "Silicon Valley East" ("Bank") and
SKY ALLAND RESEARCH, INC., a Maryland corporation ("Sky Alland"), MARCOM
HOLDINGS, INC., a Maryland corporation and THE DATA GROUP II, INC., a Maryland
corporation (each a "Borrower" and collectively, the "Borrowers").
RECITALS.
A. Borrowers and Bank have entered into that certain Loan and Security
Agreement dated February 14, 1997 (the "Loan Agreement"), pursuant to which Bank
has agreed to establish a Committed Equipment Line in favor of Borrowers in the
maximum principal amount of $750,000.
B. Borrowers have requested that Bank increase the maximum principal
amount available under the Committed Equipment Line available to purchase
software from One Hundred Fifty Thousand and No/100 Dollars ($150,000) to Two
Hundred Fifty Thousand and No/100 Dollars ($250,000) and Bank has agreed on the
condition, among others, that this Agreement be executed and delivered by
Borrowers to Bank.
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C. Unless otherwise defined herein, capitalized terms used herein shall
have the respective meanings set forth in the Loan Agreement.
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Borrowers and Bank do hereby agree as follows:
1. RECITALS. The parties hereto acknowledge and agree that the above
Recitals are true and correct in all material respects and that the same are
incorporated herein and made a part hereof by reference.
2. EQUIPMENT LINE. Section 2.1.3(c) of the Loan Agreement is hereby
deleted in its entirety and the following is inserted in substitution thereof:
(c) To evidence the Equipment Advance or Equipment Advances,
Borrowers shall deliver to Bank, at the time of each Equipment Advance
request, an invoice for the Eligible Equipment to be purchased. The
Equipment Advances shall be used only to purchase Eligible Equipment
and shall not exceed eighty percent (80%) of the invoice amount of such
Eligible Equipment, excluding taxes, shipping, warranty charges,
freight discounts and installation expense, and further provided that
Eligible Equipment which is used shall not constitute more than Fifty
Thousand Dollars ($50,000) of the aggregate amount of all Equipment
Advances. Software may, however, constitute up to Two Hundred and Fifty
Thousand Dollars ($250,000) of aggregate Equipment Advances. Each
Equipment Advance must be in a minimum amount of Ten Thousand Dollars
($10,000).
3. CONDITIONS PRECEDENT. This Agreement shall become effective on the
date Bank receives the following documents, each of which shall be satisfactory
in form and substance to Bank:
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(a) Proof that Borrowers have paid all costs and expenses to
Bank in connection with this Agreement, including but not limited to Bank's
reasonable attorneys fees; and
(b) Such other information, instruments, opinions, documents,
certificates and reports as Bank may deem necessary.
4. REPRESENTATIONS. Borrowers hereby confirm that the covenants set
forth in Section 5 of the Loan Agreement as hereby amended, are true and correct
as of the date hereof, and that no Event of Default has occurred or is
continuing immediately prior to or upon the execution of this Agreement.
5. COUNTERPARTS. This Agreement may be executed in any number of
duplicate originals or counterparts, each of which duplicate original or
counterpart shall be deemed to be an original and all taken together shall
constitute one and the same instrument.
6. LOAN DOCUMENTS; GOVERNING LAW; ETC. This Agreement is one of the
Loan Documents defined in the Loan Agreement and shall be governed and construed
in accordance with the laws of the State of Maryland. The headings and captions
in this Agreement are for the convenience of the parties only and are not a part
of this Agreement.
7. ACKNOWLEDGMENTS. Borrowers hereby confirm to Bank the enforceability
and validity of each of the Loan Documents. In addition, Borrowers hereby agree
to the execution and delivery of this Agreement and the terms and provisions,
covenants or agreements contained in this Agreement shall not in any manner
release, impair, lessen, modify, waive or otherwise limit the joint and several
liability and obligations of Borrowers under the terms of any of the
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Loan Documents, except as otherwise specifically set forth in this Agreement.
Borrowers issue, ratify and confirm the representations, warranties and
covenants contained in the Loan Documents.
8. MODIFICATIONS. This Agreement may not be supplemented, changed,
waived, discharged, terminated, modified or amended, except by written
instrument executed by the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
WITNESS OR ATTEST: SKY ALLAND RESEARCH, INC.
/s/ Xxxxxxx X. By: /s/ Xxxxxx X. Xxxxx (SEAL)
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Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
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WITNESS OR ATTEST: MARCOM HOLDINGS, INC.
/s/ Xxxxxxx X. By: /s/ Xxxxxxx X. Xxxxxx (SEAL)
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Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
WITNESS OR ATTEST: THE DATA GROUP II, INC.
/s/ Xxxxxxx X. By: /s/ Xxxxxxx X. Xxxxxx (SEAL)
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Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
SILICON VALLEY BANK, doing business as
SILICON VALLEY EAST
By: /s/ Xxxx XxXxxxxx
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Xxxx XxXxxxxx
Assistant Vice President
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