Exhibit 10.10
LOAN DOCUMENT MODIFICATION AGREEMENT
(NO. 2; DATED AS OF NOVEMBER 30, 1998)
LOAN DOCUMENT MODIFICATION AGREEMENT dated as of November 30, 1998 by
and among SILICON VALLEY BANK (the "BANK"), a California chartered bank with its
principal place of business at 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000,
and with a loan production office located at Wellesley Xxxxxx Xxxx, 00 Xxxxxxx
Xxxxxx, Xxxxxxxxx, XX 00000, doing business under the name "Silicon Valley
East," MOLDFLOW CORPORATION, a Delaware corporation ("MC"), MOLDFLOW
INTERNATIONAL PTY. LTD., a corporation organized under the laws of Australia and
a wholly-owned subsidiary of MC ("MIPL") and MOLDFLOW PTY. LTD., a corporation
organized under the laws of Australia and a wholly-owned subsidiary of MIPL
("MPL"). MC, MIPL and MPL are sometimes each referred to herein as a "Borrower"
and collectively as the "Borrowers."
1. REFERENCE TO EXISTING LOAN DOCUMENTS.
Reference is hereby made to that Loan Agreement dated April 23, 1998 by
and among the Bank and the Borrowers as modified by a certain waiver letter from
the Bank dated September 17, 1998 and accepted by the Bank on September 18, 1998
(with the attached schedules and exhibits, the "CREDIT AGREEMENT") and the Loan
Documents referred to therein, including without limitation that certain
Domestic Revolving Line Note of the Borrowers dated April 23, 1998 in the
principal amount of $2,650,000 (the "Note"), that certain Foreign Revolving Line
Note of the Borrowers dated April 23, 1998 in the principal amount of $1,100,000
and the Security Documents referred to therein. Unless otherwise defined herein,
capitalized terms used in this Agreement shall have the same respective meanings
as set forth in the Credit Agreement.
2. EFFECTIVE DATE.
This Agreement shall become effective as of November 30, 1998 (the
"EFFECTIVE DATE"), provided that the Bank shall have received the following on
or before December 23, 1998 and provided further, however, in no event shall
this Agreement become effective until signed by an officer of the Bank in
California:
1. two copies of this Agreement, duly executed by the
Borrowers, with the attached consents of Moldflow (Europe) Ltd., and Moldflow
Vertriebs GmbH, duly executed thereby;
2. an amended and restated Domestic Revolving Line Note in the
form enclosed herewith (the "Amended Domestic Revolving Note"), duly executed by
the Borrowers;
3. an amended and restated Foreign Revolving Line Note in the
form enclosed herewith (the "Amended Foreign Revolving Note"), duly executed by
the Borrowers; and
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4. a certificate of the secretary of each Borrower with
respect to the adoption of resolutions authorizing Foreign Exchange Contract
transactions substantially in the form attached hereto as Exhibit A.
In addition, the Borrowers agree to furnish to the Bank the duly
executed consent of Moldflow Japan K.K. on or before January 22, 1998, the
failure to furnish such consent on or before such date to constitute an Event of
Default under the Credit Agreement.
By the signature of its authorized officer below, each Borrower is
hereby representing that, except as modified in SCHEDULE A attached hereto, the
representations of the Borrowers set forth in the Loan Documents (including
those contained in the Credit Agreement, as amended by this Agreement) are true
and correct as of the Effective Date as if made on and as of such date. In
addition, the Borrower confirms its authorization as to the debiting of its
account with the Bank in the amount of $8,125 ($6,625 in respect of the Domestic
Committed Revolving Line and $1,500 in respect of the Foreign Committed
Revolving Line) in order to pay the Bank's facility fees for the period up to
and including the extended Revolving Maturity Date. Finally, each Borrower (and
each guarantor, signing below) agrees that, as of the Effective Date, it has no
defenses against its obligations to pay any amounts under the Credit Agreement
and the other Loan Documents.
3. DESCRIPTION OF CHANGE IN TERMS.
As of the Effective Date, the Credit Agreement is modified in the
following respects:
1. The definition of "Current Liabilities" set forth in
Section 1.1 of the Credit Agreement is hereby amended by deleting the words "but
excluding Subordinated Debt" at the end of such definition and substituting in
place thereof the following: "and excluding the current portion of Subordinated
Debt and deferred maintenance revenues."
2. The definition of "Domestic Borrowing Base" set forth in
Section 1.1 thereof is hereby amended by increasing the advance rate appearing
in clause (a) thereof from "seventy-five percent (75%)" to "eighty percent
(80%)."
3. The definition of "Eligible Foreign Accounts" in Section
1.1 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:
"`Eligible Foreign Accounts' means Accounts of a non-U.S.
Borrower or a non-U.S. Subsidiary of a Borrower that (a)
satisfy the requirements for Eligible Domestic Accounts except
those set forth in clause (d) of the definition thereof, (b)
are billed from and the receivables records for which are
located outside the United States; (c) arose in the ordinary
course of such non-U.S. Borrower's or non-U.S. Subsidiaries
business and satisfy the Borrowers' representations and
warranties set forth in Section 5.4 and (d) either (i) are
Accounts of customers whose principal place
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of business is located in Japan, Australia, New Zealand or
Europe, or (ii) are (A) covered by credit insurance in form
and amount, and by an insurer satisfactory to the Bank less
the amount of any deductible(s) which may be or become owing
thereon; or (B) supported by one or more letters of credit
either advised or negotiated through the Bank or an Acceptable
Correspondent Bank or in favor of the Bank or an Acceptable
Correspondent Bank as beneficiary, in an amount and of a
tenor, and issued by a financial institution, acceptable to
the Bank; or (C) that the Bank approves on a case-by-case
basis. For the purposes hereof, the term "Acceptable
Correspondent Bank" shall mean the banks whose names and
office addresses are listed on attached EXHIBIT E, or such
other banks that the Bank may approve on a case-by-case basis
in the future.
4. The definition of "Foreign Borrowing Base" in Section 1.1
is hereby amended and restated in its entirety to read as follows:
"`Foreign Borrowing Base' means an amount equal to thirty
percent (30%) of the Eligible Foreign Accounts, as determined
by the Bank with reference to the most recent Foreign
Borrowing Base Certificate."
5. The definition of "Foreign Committed Revolving Line" in
Section 1.1 is hereby amended by reducing the dollar amount stated therein from
"One Million One Hundred Thousand Dollars ($1,100,000)" to "Six Hundred Thousand
Dollars ($600,000)."
6. The definition of "Investors Lines," "Overadvance
Allowance," and "Overadvance Expiration Date" and "Peak Overadvance Amount' in
Section 1.1 are hereby deleted.
7. The definition of "Permitted Indebtedness" in Section 1.1
is hereby amended by inserting the following at the end of clause (f) thereof:
", and Indebtedness arising from foreign exchange contracts
with banking institutions other than the Bank, provided that
the maximum amount of such contracts shall not at any time
exceed $1,000,000."
8. The definition of "Revolving Maturity Date" in Section 1.1
is hereby amended by deleting the date "April 22, 1999" therein and substituting
therefor the date "October 22, 1999."
9. The following is hereby added to the end of Section 1.1:
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"`Exchange Contracts,' `Contract Limit,' `Foreign Exchange
Reserve,' and `Settlement Limit,' shall have the respective meanings
set forth in Section 2.1.1."
10. The first sentence of Section 2.1(b) is hereby amended and
restated in its entirety as follows:
"Subject to and upon the terms and conditions of this
Agreement, the Bank agrees to make Advances to Borrowers in an
aggregate amount outstanding not to exceed the lesser of (i)
the Foreign Committed Revolving Line; (ii) the Foreign
Borrowing Base; or (iii) an amount equal to twenty-five
percent (25%) of the sum of the Domestic Borrowing Base and
the Foreign Borrowing Base."
11. There is hereby inserted immediately following Section 2.1
the following new Section 2.1.1:
"2.1.1. FOREIGN EXCHANGE CONTRACT; FOREIGN EXCHANGE
SETTLEMENTS. Borrowers may enter foreign exchange contracts (the
"Exchange Contracts") not exceeding an aggregate amount of $2,500,000
(the "Contract Limit"), under which Bank will sell to or purchase from
Borrowers foreign currency on a spot or future basis. Borrowers may not
request any Exchange Contracts if it is out of compliance with any
provision of this Agreement. Exchange Contracts must provide for
delivery of settlement on or before the ninetieth (90th) day after the
Revolving Maturity Date, or if such day is not a Business Day, then on
the next succeeding Business Day. The amount available under the
Domestic Committed Revolving Line shall be reduced in an amount equal
to the following (the "Foreign Exchange Reserve") on any given day (the
"Determination Date"): (i) on all outstanding Exchange Contracts on
which delivery is to be effected or settlement allowed more than two
Business Days after the Determination Date, 10% of the gross amount of
the Exchange Contracts; plus (ii) on all outstanding Exchange Contracts
on which delivery is to be effected or settlement allowed more than two
Business Days after the Determination Date. 100% of the gross amount of
the Exchange Contracts, LESS the amount debited by the Bank from
deposit accounts of the Borrowers with the Bank to cover such Exchange
Contracts, which the Borrowers hereby authorize. If the Bank takes a
Foreign Exchange Reserve pursuant to clause (ii) of the foregoing
sentence, such Foreign Exchange Reserve shall be deemed an Advance
under the Domestic Committed Revolving Line in like amount.
Bank may terminate the Exchange Contracts if (a) an Event of
Default occurs under Section 8.1 or 8.5 hereof or any other Event of
Default has occurred and the Bank has accelerated the Borrowers'
Obligations hereunder (b) there is not sufficient availability under
the Domestic Committed Revolving Line and Borrowers do not have
available funds in their deposit account for the Foreign Exchange
Reserve. If Bank terminates the Exchange Contracts pursuant to this
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Section 2.1.1, Borrowers will on a joint and several basis reimburse
Bank for all fees, costs and expenses in connection with the Exchange
Contracts.
Borrowers may not permit the total of all Exchange Contracts
on which delivery is to be effected and settlement allowed in any two
Business Day period to be more than $250,000 (the "Settlement Limit")
nor may Borrowers permit the total of all Exchange Contracts
outstanding at any one time, to exceed the Contract Limit. However, the
amount which may be settled in any two Business Day period may be
increased above the Settlement Limit if:
(i) there is sufficient availability under the Domestic
Committed Revolving Line in the amount of the Foreign Exchange
Reserve for each Determination Date, provided that Bank in
advance shall reserve the full amount of the Foreign Exchange
Reserve against the Domestic Committed Revolving Line; or
(ii) there is insufficient availability under the Domestic
Committed Revolving Line for settlements within any two
Business Day period, but Bank: (A) verifies good funds
overseas before crediting a Borrower's deposit account (in the
case of a Borrower's sale of foreign currency); or (B) debits
a Borrower's deposit account before delivering foreign
currency overseas (in the case of a Borrower's purchase of
foreign currency).
If any Borrower purchases foreign currency, Borrowers must in
advance instruct Bank either to treat the settlement as an advance
under the Domestic Committed Revolving Line, or to debit Borrower's
account for the amount settled.
Borrowers will execute all Bank's standard applications and
agreements in connection with the Exchange Contracts and pay all Bank's
standard fees and charges.
Borrowers will indemnify Bank on a joint and several basis and
hold it harmless from all claims, liabilities, demands, obligations,
actions, costs and expenses (including reasonable attorneys' fees and
any costs arising out of the failure of any Borrower to fulfill its
obligations on a timely basis) which the Bank incurs arising out of or
in any way relating to any of the Exchange Contracts or any
transactions contemplated thereby (collectively "Foreign Exchange
Costs"), provided, however, in no event shall the Borrowers be
responsible for Foreign Exchange Costs to the extent (I) caused by the
Bank's gross negligence or willful misconduct, or (II) attributable to
Exchange Contracts entered into by the Bank for the benefit of other
parties."
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12. Section 2.2 is hereby amended by restating clause (b)
thereof to read as follows:
"(b) pursuant to Section 2.1 of this Agreement is greater than
the lesser of (i) the Foreign Committed Revolving Line, (ii)
the Foreign Borrowing Base, or (iii) an amount equal to
twenty-five percent (25%) of the Domestic Borrowing Base and
the Foreign Borrowing Base."
13. The date appearing in the third line of Section 2.7 is
hereby changed from "April 22, 1999" to "October 22, 1999."
14. Sections 6.7 through 6.9 are hereby restated in their
entirety as follows:
"6.7 QUICK RATIO. The Borrowers shall maintain as of the last
day of each fiscal month, a ratio of Quick Assets to Current
Liabilities as follows: (a) at least 0.8 to 1.0 through February 28,
1999; (b) 1.0 to 1.0 thereafter and through May 31, 1999; and (c) 1.25
to 1.0 thereafter.
6.8 TANGIBLE NET WORTH. The Borrowers shall maintain, as of
the last day of September 30, 1998, a Tangible Net Worth of not less
than $500,000 with no testing thereafter:
6.9 PROFITABILITY. The Borrowers shall have (a) a maximum Net
Loss of $100,000 for each of the fiscal quarters ending September 30,
1998 and December 31, 1998; (b) Minimum Net Income of $1 for the fiscal
quarter ending March 31, 1999; (c) minimum Net Income of $250,000 for
the quarter ending June 30, 1999; (d) minimum Net Income of $250,000
for the fiscal year ending June 30, 1999; and (e) minimum Net Income of
$100,000 for the quarter ending September 30, 1999."
15. Sections 6.11 and 7.13 are hereby deleted in their
entirety.
16. Exhibit B to the Credit Agreement (Domestic Borrowing Base
Certificate) is hereby amended and restated in the form of Exhibit B attached
hereto.
17. Exhibit C to the Credit Agreement (Foreign Borrowing Base
Certificate) is hereby amended and restated in the form of Exhibit C attached
hereto.
18. Exhibit D to the Credit Agreement (Compliance Certificate)
is hereby amended in the form of Exhibit D attached hereto.
19. The Credit Agreement and the other Loan Documents are
hereby amended wherever necessary or appropriate to reflect the foregoing
changes.
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4. WAIVER. The Bank hereby waives the obligation of the Borrowers
to provide financial statements for the fiscal year ending June 30, 1998 within
120 days of such date as required by Section 6.3 of the Credit Agreement,
provided that such financial statements are provided to the Bank on or before
January 31, 1999.
5. CONTINUING VALIDITY.
Upon the effectiveness hereof, (a) each reference in each Security
Instrument or other Loan Document to "the Credit Agreement", "thereunder",
"thereof", "therein", or words of like import referring to the Credit Agreement,
shall mean and be a reference to the Credit Agreement, as amended hereby, each
reference in the Credit Agreement and each other Loan Document to the Domestic
Revolving Line Note and the Foreign Revolving Line Note shall mean and be a
reference to the Amended Domestic Revolving Note and the Amended Foreign
Revolving Note, respectively. Except as specifically set forth above, the Credit
Agreement and each of the Notes shall remain in full force and effect and is
hereby ratified and confirmed. Each of the other Loan Documents is in full force
and effect and is hereby ratified and confirmed. The amendments and waiver set
forth above (i) do not constitute a waiver or modification of any term,
condition or covenant of the Credit Agreement or any other Loan Document, other
than as expressly set forth herein, and (ii) shall not prejudice any rights
which the Bank may now or hereafter have under or in connection with the Credit
Agreement, as modified hereby, or the other Loan Documents and shall not
obligate the Bank to assent to any further modifications.
6. MISCELLANEOUS.
1. This Agreement may be signed in one or more counterparts
each of which taken together shall constitute one and the same document.
2. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT REGARD TO
PRINCIPLES RELATING TO CONFLICTS OF LAW OR CHOICE OF LAW.
3. THE BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR
FEDERAL COURT OF COMPETENT JURISDICTION IN THE COMMONWEALTH OF MASSACHUSETTS IN
ANY ACTION, SUIT, OR PROCEEDING OF ANY KIND AGAINST IT WHICH ARISES OUT OF OR BY
REASON OF THIS LOAN MODIFICATION AGREEMENT; PROVIDED, HOWEVER, THAT IF FOR ANY
REASON LENDER CANNOT AVAIL ITSELF OF THE COURTS OF THE COMMONWEALTH OF
MASSACHUSETTS, THEN VENUE SHALL LIE IN SANTA XXXXX COUNTY, CALIFORNIA.
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4. The Borrower agrees to promptly pay on demand all costs and
expenses of the Bank in connection with the preparation, reproduction, execution
and delivery of this letter amendment and the other instruments and documents to
be delivered hereunder, including the reasonable fees and out-of-pocket expenses
of Xxxxxxxx & Worcester, special counsel for the Bank with respect thereto.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Bank and the Borrower have caused this
Agreement to be signed under seal by their respective duly authorized officers
as of the date set forth above.
SILICON VALLEY EAST, a Division
of Silicon Valley Bank
By: /s/ Xxxxxx X. Xxxx
------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
SILICON VALLEY BANK
By: /s/ Xxxxxxxx Xxxxxxxx
------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title:
(signed in Santa Clara, CA)
MOLDFLOW CORPORATION
By: /s/ Xxxx Xxxxxx
------------------------------
Name: Xxxx Xxxxxx
Title: President, CEO
MOLDFLOW INTERNATIONAL PTY MOLDFLOW INTERNATIONAL PTY
LTD. LTD.
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxxxx Xxxxxx
----------------------------- -------------------------------
Name: Xxxx Xxxxxx Name: Xxxxxxx Xxxxxx
Title: Director Title: Director
MOLDFLOW PTY LTD. MOLDFLOW PTY LTD.
By: /s Xxxx Xxxxxx By: /s/ Xxxxxxx Xxxxxx
----------------------------- -------------------------------
Name: Xxxx Xxxxxx Name: Xxxxxxx Xxxxxx
Title: Director Title: Director
SCHEDULE A
MODIFICATION OF OR SUPPLEMENTS
TO THE DISCLOSURE SCHEDULE
None
CONSENT
The undersigned, as Guarantor under a certain Guarantee dated as of May
21, 1998 (the "Guarantee") in favor of Silicon Valley Bank, hereby consents to
the foregoing Loan Document Modification Agreement (the "Amendment") and hereby
confirms and agrees that the Guarantee is, and shall continue to be, in full
force and effect and is hereby ratified and confirmed in all respects, except
that, upon the effectiveness of, and on and after the date of, said Amendment,
each reference in the Guarantee and in each other Loan Document (as defined in
the Credit Agreement) to which the undersigned is a party, including, to "the
Credit Agreement", the "Loan Agreement," "thereunder", "thereof", "therein", or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as amended hereby, and each reference in the
Guarantee and in each such other Loan Document to "the Notes", "thereof",
"therein", "thereunder", or words of like import referring to the Notes shall
mean and be a reference to the Amended Domestic Revolving Note and the Amended
Foreign Revolving Note.
MOLDFLOW (EUROPE) LTD.
By:___________________________
Name:
Title:
CONSENT
The undersigned, as Guarantor under a certain Guarantee dated as of May
21, 1998 (the "Guarantee") in favor of Silicon Valley Bank, hereby consents to
the foregoing Loan Document Modification Agreement (the "Amendment") and hereby
confirms and agrees that the Guarantee is, and shall continue to be, in full
force and effect and is hereby ratified and confirmed in all respects, except
that, upon the effectiveness of, and on and after the date of, said Amendment,
each reference in the Guarantee and in each other Loan Document (as defined in
the Credit Agreement) to which the undersigned is a party, including, to "the
Credit Agreement", the "Loan Agreement," "thereunder", "thereof", "therein", or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as amended hereby, and each reference in the
Guarantee and in each such other Loan Document to "the Notes", "thereof",
"therein", "thereunder", or words of like import referring to the Notes shall
mean and be a reference to the Amended Domestic Revolving Note and the Amended
Foreign Revolving Note.
MOLDFLOW VERTRIEBS GmbH
By:___________________________
Name:
Title:
EXHIBIT B
DOMESTIC BORROWING BASE CERTIFICATE
Borrowers: Moldflow Corporation, Moldflow International Pty. Ltd.
and Moldflow Pty. Ltd.
Bank: Silicon Valley Bank
Commitment Amount: $2,650,000
ACCOUNTS RECEIVABLE
1. Accounts Receivable Book Value as of $
--------
2. Additions (please explain on reverse) $
3. TOTAL ACCOUNTS RECEIVABLE $
ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
4. Amounts over 90 days due $
5. Balance of 50% over 90 day accounts $
6. Concentration Limits $
7. Foreign Accounts (except for Eligible Special Accounts) $
8. Governmental Accounts $
9. Contra Accounts $
10. Promotion or Demo Accounts $
11. Intercompany/Employee Accounts $
12. Other (please explain on reverse) $
13. TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS $
14. Eligible Accounts (#3 minus #13) $
15. The amount of Eligible Accounts (#14) that are Eligible
Special Accounts $________________
16. Loan Value of Eligible Special Accounts (70% of #15) $________________
17. The amount of Eligible Domestic Accounts. The
amount of Eligible Accounts (#14) less the amount of
Eligible Special Accounts (#15) $________________
18. LOAN VALUE OF ELIGIBLE DOMESTIC ACCOUNTS
(80% of #17) $
19. TOTAL LOAN VALUE OF ACCOUNTS (#16 and #18) $________________
STANDBY LETTER OF CREDIT
20. Face Amount as of $
--------------
21. LOAN VALUE OF STANDBY LETTER OF CREDIT
(90% of #20) $
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BALANCES
22. Maximum Loan Amount $ 2,650,000.00
23. Total Funds Available [Lesser of #22 or (#19 plus #21)] $
24. Present balance owing on Line of Credit (including
Foreign Exchange Reserve of $___________
as of __/__/__/) $
25. RESERVE POSITION (#23 minus #24) $
THE UNDERSIGNED REPRESENTS AND WARRANTS THAT THE FOREGOING IS TRUE, COMPLETE AND
CORRECT, AND THAT THE INFORMATION REFLECTED IN THIS BORROWING BASE CERTIFICATE
COMPLIES WITH THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE LOAN AGREEMENT
BETWEEN THE UNDERSIGNED AND SILICON VALLEY BANK.
COMMENTS:
MOLDFLOW CORPORATION
------------------------------------
By:
Authorized Signer
EXHIBIT C
FOREIGN BORROWING BASE CERTIFICATE
Borrowers: Moldflow Corporation, Moldflow International Pty. Ltd.
and Moldflow Pty. Ltd.
Bank: Silicon Valley Bank
Commitment Amount: $600,000
ACCOUNTS RECEIVABLE
1. Foreign Accounts Receivable Book Value as of $
--------
2. Additions (please explain on reverse) $
3. TOTAL ACCOUNTS RECEIVABLE $
ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
4. Amounts over 90 days due $
5. Balance of 50% over 90 day accounts $
6. Concentration Limits $
7. Governmental Accounts $
8. Contra Accounts $
9. Promotion or Demo Accounts $
10. Intercompany/Employee Accounts $
11. Eligible Special Accounts $________
12. Other (please explain on reverse) $
13. TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS $
14. Eligible Accounts (#3 minus #13) $
15. LOAN VALUE OF ACCOUNTS (30% of #14) $
16. ALTERNATIVE LOAN LIMIT (25% of the sum of
(i) #14 and (ii) #19 on the attached Domestic Borrowing
Base Certificate) $
BALANCES
17. Maximum Loan Amount $600,000
18. Total Funds Available [Lesser of #15, #16 or #17] $
19. Present balance owing on Line of Credit $
20. RESERVE POSITION (#18 minus #19) $
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THE UNDERSIGNED REPRESENTS AND WARRANTS THAT THE FOREGOING IS TRUE, COMPLETE AND
CORRECT, AND THAT THE INFORMATION REFLECTED IN THIS BORROWING BASE CERTIFICATE
COMPLIES WITH THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE LOAN AGREEMENT
BETWEEN THE UNDERSIGNED AND SILICON VALLEY BANK.
COMMENTS:
MOLDFLOW CORPORATION
By: ______________________________
Authorized Signer
EXHIBIT D
COMPLIANCE CERTIFICATE
TO: SILICON VALLEY BANK
FROM: MOLDFLOW CORPORATION
The undersigned authorized officer of Moldflow Corporation hereby
certifies that in accordance with the terms and conditions of the Loan Agreement
among Moldflow Corporation, Moldflow International Pty. Ltd. and Moldflow Pty.
Ltd., and the Bank (the "Agreement"), (i) Borrower is in complete compliance for
the period ending with all required covenants except as noted below and (ii) all
representations and warranties of Borrower stated in the Agreement are true and
correct in all material respects as of the date hereof. Attached herewith are
the required documents supporting the above certification. The Officer further
certifies that these are prepared in accordance with Generally Accepted
Accounting Principles (GAAP) and are consistently applied from one period to the
next except as explained in an accompanying letter or footnotes. The Officer
expressly acknowledges that no borrowings may be requested by the Borrower at
any time or date of determination that Borrower is not in compliance with any of
the terms of the Agreement, and that such compliance is determined not just at
the date this certificate is delivered.
PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES"
COLUMN.
REPORTING COVENANT REQUIRED COMPLIES
*Monthly financial statements Monthly within 25 days Yes No
Annual (CPA Audited) FYE within 120 days Yes No
10Q and 10K Within 5 days after filing Yes No
with the SEC
*A/R Agings Monthly within 25 days Yes No
A/R Audit Initial and Semi-Annual Yes No
* when borrowing
FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES
Maintain on a Monthly Basis:
Minimum Quick Ratio 0.8:1.0 through 2/28/99;
1.0:1.0 from 3/31/99 through
5/31/99, 1.25:1.0 thereafter ____:1.0 Yes No
Maintain on a Quarterly Basis:
Minimum Tangible Net Worth $500,000 at 9/30/98 $_______ Yes No
Profitability: Quarterly ($100,000) for quarters ended 9/30/98 and
12/31/98; $1 for quarter ended 3/31/99
$250,000 for quarter ended 6/30/99
$250,000 for quarter ended 9/30/99 $_______ Yes No
Annually $250,000 for FYE 6/30/99 $_______ Yes No
COMMENTS REGARDING EXCEPTIONS: See Attached.
RECEIVED BY:_______________________
DATE:______________________________
REVIEWED BY:_______________________
COMPLIANCE STATUS: YES/NO
Sincerely,
MOLDFLOW CORPORATION
By:__________________________________
Name:
Title:
Date:
EXHIBIT E
ACCEPTABLE CORRESPONDENT BANKS
Depository banks for Moldflow subsidiaries for customer accounts
supported by Documentary Letters of Credit - in the case of customers who may
reside in countries other than USA, Australia, New Zealand, Japan or Europe:
FOR MOLDFLOW PTY. LTD:
Australia New Zealand Banking Group Ltd.
Xxxxxxx Street Business Center
0/000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XXX Xxxxxxxxx 0000
FOR MOLDFLOW EUROPE LTD.
Barclays Bank PLC
000 Xxxx Xxxxxx
Xxxxxxx, Xxxx XX0 0XX
Xxxxxx Xxxxxxx
FOR MOLDFLOW VERTRIEBS, g.m.b.h.
Deutsche Bank AG
An den Xxxxxxxxxxx 00-00
00000 Xxxxxxx Xxxxxxx
FOR MOLDFLOW ITALIA s.r.l.
Monte DeiPaschi Di Siena
Filiale di Xxxxxxx Xx' Xxxxxx
Xxx Xxxx 00
00000 Xxxxxxx Xx'Xxxxxx (MI)
