Exhibit 10.17
AMENDMENT
TO
LOAN AND SECURITY AGREEMENT
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This Amendment to Loan and Security Agreement is entered into as of March
2, 1998, by and between Silicon Valley Bank ("Bank") and Optika Imaging Systems,
Inc. ("Borrower").
RECITALS
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Borrower and Bank are parties to that certain Loan and Security Agreement
dated as of June 16, 1995, as amended from time to time (the "Agreement"). The
parties desire to amend the Agreement in Accordance with the terms of this
Amendment.
NOW, THEREFORE, the parties agree as follows:
1. Bank waives Borrower's obligations to comply with the profitability
covenant set forth in section 6.14 of the Agreement as of December 31, 1997.
Such waiver does not constitute a waiver (i) of compliance with that section as
of any other date, (ii) of any other failure by Borrower to comply with the
Agreement or any other Events of Default, now existing or hereafter arising, or
(iii) Bank's right to require compliance at all times with the terms and
conditions of the Agreement. Bank reserves all rights under the Agreement and
under applicable law.
2. The following term is revised in Section 1.1, as follows:
"Maturity Date" means - June 2, 1998
3. Section 2.3(a) is amended in its entirety to read as follows:
"(a) Interest Rate. Except as set forth in Section 2.3(b), any
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Advances shall bear interest, on the average Daily Balance, at a floating
rate equal to the Prime Rate, and any Equipment Advances shall bear
interest on the outstanding balance at a floating rate equal to two (2)
percentage points above the Prime Rate."
4. Section 6.16 Debt Service Coverage is amended in its entirety to read as
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follows:
"6.16 [Intentional omitted.]"
5. Exhibit "D" is replaced in its entirety with the Exhibit "D" attached
hereto.
6. In connection with this Amendment, Borrower shall pay Bank a fee of
$1,875, plus all Bank Expenses incurred in connection with the preparation of
this Amendment.
7. Unless otherwise defined, all capitalized terms in this Amendment shall
be as defined in the Agreement. Except as amended, the Agreement remains in full
force and effect.
8. Borrower represents and warrants that the Representations and Warranties
contained in the Agreement are true and correct as of the date of this Amendment
(except such representations and warranties to be expressly true as of a
specific date), and that no unwaived or uncured Event of Default has occurred
and is continuing.
9. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
first date above written.
OPTIKA IMAGING SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Title: Chief Financial Officer
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SILICON VALLEY BANK
By: /s/ Xxxxx Xxxxxxx
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Title: Assistant Vice-President
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