EXHIBIT 10.7(a)
SILICON VALLEY BANK
AMENDMENT TO LOAN DOCUMENTS AND LIMITED WAIVER
BORROWER: WIRELESS, INC.
0000 XXXXX XXXX XXXXX
XXXXX XXXXX, XXXXXXXXXX 00000-0000
DATE: JULY 13, 2000
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 27, 1999 (as amended, 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. AMENDMENT TO CREDIT LIMIT. The section of the Schedule to the Loan
Agreement entitled "1. Credit Limit (Section 1.1)" is hereby amended to read as
follows:
"1. Credit Limit (Section 1.1): An amount not to exceed the lesser of: (i)
$2,000,000 at any one time outstanding (the
"Maximum Credit Limit"); or (ii) 80% of the
amount of Borrower's Eligible Receivables
(as defined in Section 8 above)."
LETTER OF CREDIT SUBLIMIT
(Section 1.5): $750,000"
2. AMENDMENT TO FINANCIAL COVENANTS. The section of the Schedule to the
Loan Agreement entitled "5. Financial Covenants (Section 5.1)" is hereby amended
to read as follows:
"5. Financial Covenants (Section 5.1):
MINIMUM LIQUIDITY: Commencing with the period ending July 31,
2000 and in each month thereafter, Borrower
shall maintain, on a monthly basis, cash on
hand, cash equivalents and marketable
securities plus, without duplication,
Eligible
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SILICON VALLEY BANK AMENDMENT TO LOAN DOCUMENTS
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Receivables (less than 90 days from date of
invoice as of such month end date), of not
less than $4,000,000 at all times."
3. COVENANT REGARDING IPO. Borrower shall consummate an initial public
offering of its common stock, yielding at least $50,000,000 in net proceeds to
the Borrower, no later than November 30, 2000, and the Borrower's failure to
accomplish the foregoing shall constitute an Event of Default under the Loan
Agreement.
4. LIMITED WAIVER. Silicon hereby agrees to waive the existing Events of
Default arising from the Borrower's failure to comply with the "Tangible Net
Worth" financial covenant set forth in the Schedule to Loan Agreement for the
periods ending March 31, 2000 through June 30, 2000. Nothing herein is intended
to mean or imply that Silicon agrees or will agree to waive any subsequent
Events of Default nor does the foregoing waiver act to modify any term of
provision of the Loan Agreement, other than as specifically set forth above and
otherwise as set forth in this Agreement.
5. FEE. Borrower shall pay to Silicon a fee of $10,000 in connection with
this Amendment. Further, when and if an Event of Default arises under the Loan
Agreement after the date hereof and during such time that any monetary
Obligations are then outstanding, then Borrower shall pay to Silicon an
additional fee of $25,000. All of such foregoing fees are in addition to
interest and to all other amounts payable under the Loan Agreement and are not
refundable.
6. 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.
7. 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 and contemporaneous
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:
WIRELESS, INC. SILICON VALLEY BANK
BY BY
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PRESIDENT OR VICE PRESIDENT TITLE
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BY
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SECRETARY OR ASS'T SECRETARY
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