[LOGO] SILICON VALLEY BANK
AMENDMENT TO LOAN AGREEMENT
BORROWER: 3D SYSTEMS, INC.
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BORROWER: 3D SYSTEMS, INC.
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BORROWER: 3D SYSTEMS INC. LIMITED
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HERTS HP2 7DW
ENGLAND
BORROWER: 3D SYSTEMS FRANCE SARL
ADDRESS: PARK CLUB UNIVERSITE,
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BORROWER: 3D SYSTEMS GmbH
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DATE: AUGUST 18, 1997
THIS AMENDMENT TO LOAN AGREEMENT is entered into between SILICON VALLEY
BANK ("Silicon") and the borrowers named above (jointly and severally, the
"Borrower").
The Parties agree to amend the Loan and Security Agreement between them,
dated June 2, 1993, as amended by that Amendment to Loan Agreement dated
August 3, 1994, as amended by that Amendment to Loan Agreement dated July 5,
1995, as amended by that Amendment to Loan Documents dated July 5, 1996 (as
so amended and as otherwise amended from time to time, 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.)
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1. AMENDMENT TO SCHEDULE. The Schedule to the Loan and Security
Agreement is amended effective on the date hereof, to read as set forth on the
Schedule hereto.
2. FEE. Borrower shall pay to Silicon a fee in the amount of $10,000 in
connection herewith, which shall be in addition to interest and all other
amounts payable hereunder, and which is not refundable.
3. 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.
4. GENERAL PROVISIONS. This Amendment, the Loan Agreement, any prior
written amendments to the Loan Agreement signed by Silicon and the Borrower, and
the other written documents and agreements between Silicon and the 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 the Borrower shall continue in full force and effect and the same
are hereby ratified and confirmed.
BORROWER: BORROWER:
3D SYSTEMS, INC. 3D SYSTEMS INC. LIMITED
BY_______________________________ BY_______________________________
PRESIDENT OR VICE PRESIDENT PRESIDENT OR VICE PRESIDENT
BY_______________________________ BY_______________________________
SECRETARY OR ASS'T SECRETARY SECRETARY OR ASS'T SECRETARY
BORROWER: BORROWER:
3D SYSTEMS FRANCE SARL 3D SYSTEMS GmbH
BY_______________________________ BY_______________________________
PRESIDENT OR VICE PRESIDENT PRESIDENT OR VICE PRESIDENT
BY_______________________________ BY_______________________________
SECRETARY OR ASS'T SECRETARY SECRETARY OR ASS'T SECRETARY
SILICON:
SILICON VALLEY BANK
BY_______________________________
TITLE____________________________
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GUARANTORS' CONSENT
The undersigned, guarantors, acknowledge that their consent to the
foregoing Amendment is not required, but the undersigned nevertheless do hereby
consent to the foregoing Amendment and to the documents and agreements referred
to therein and to all future modifications and amendments thereto, and to any
and all other present and future documents and agreements between or among the
foregoing parties. Nothing herein shall in any way limit any of the terms or
provisions of the Cross-Corporate Continuing Guaranty executed by the
undersigned in favor of Silicon, which is hereby ratified and affirmed and shall
continue in full force and effect.
3D SYSTEMS, INC. 3D SYSTEMS FRANCE SARL
By:__________________________________ By:__________________________________
Title:_______________________________ Title:_______________________________
3D SYSTEMS INC. LIMITED 3D SYSTEMS GmbH
By:__________________________________ By:__________________________________
Title:_______________________________ Title:_______________________________
3D SYSTEMS CORPORATION 3D SYSTEMS (CANADA) INC.
By:___________________________________ By:_________________________________
Title:________________________________ Title:_______________________________
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[LOGO] SILICON VALLEY BANK
AMENDED SCHEDULE
TO
LOAN AND SECURITY AGREEMENT
BORROWER: 3D SYSTEMS, INC.
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BORROWER: 3D SYSTEMS INC. LIMITED
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HERTS HP2 7DW
ENGLAND
BORROWER: 3D SYSTEMS FRANCE SARL
ADDRESS: PARK CLUB UNIVERSITE,
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BORROWER: 3D SYSTEMS GmbH
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DATE: AUGUST 18, 1997
CREDIT LIMIT
(Section 1.1): An amount not to exceed $10,000,000 on a joint and
aggregate basis for 3D Systems, Inc., 3D Systems Inc.
Limited, 3D Systems France SARL, and 3D Systems GmbH,
at any one time outstanding.
BORROWER LETTER OF
CREDIT SUBLIMIT Silicon, in its reasonable discretion, will from
time to time during the term of this Agreement issue
letters of credit (in addition to the IRB Letter of
Credit) for the account of the Borrower ("Letters of
Credit"), in an aggregate amount at any one time
outstanding not to exceed $2,500,000 *, upon the
request of the Borrower, provided that, on the date
the Letters of Credit are to be issued,
Borrower has available to it Accounts Loans in
an amount equal to or greater than the face
amount of the Letters of Credit to be issued.
Prior to the issuance of any Letters of Credit,
Borrower shall execute and deliver to Silicon
Applications for Letters of Credit and such
other documentation as Silicon shall specify
(the "Letter of Credit Documentation"). Fees
for the Letters of Credit shall be as provided
in the Letter of Credit
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Documentation. Letters of Credit may have a
maturity date up to twelve months beyond the
Maturity Date in effect from time to time,
provided that if on the Maturity Date, or on
any earlier effective date of termination,
there are any outstanding letters of credit
issued by Silicon or issued by another
institution based upon an application,
guarantee, indemnity or similar agreement on
the part of Silicon, then on such date Borrower
shall provide to Silicon cash collateral in an
amount equal to the face amount of all such
letters of credit plus all interest, fees and
cost due or to become due in connection
therewith, to secure all of the Obligations
relating to said letters of credit, pursuant to
Silicon's then standard form cash pledge agreement.
*ON A JOINT AND AGGREGATE BASIS FOR 3D SYSTEMS,
INC., 3D SYSTEMS INC. LIMITED, 3D SYSTEMS
FRANCE SARL, AND 3D SYSTEMS GmbH
LETTERS OF CREDIT SHALL INCLUDE, WITHOUT
LIMITATION, THAT CERTAIN STANDBY LETTER OF
CREDIT NO. SVB96IS0386 (THE "IRB LETTER OF
CREDIT") ISSUED BY SILICON IN CONNECTION WITH
THOSE CERTAIN $4,900,000 VARIABLE RATE DEMAND
INDUSTRIAL DEVELOPMENT REVENUE BONDS SERIES
1996 (3D SYSTEMS CORPORATION PROJECT) (THE
"INDUSTRIAL REVENUE BONDS").
The Credit Limit set forth above and the Loans
available under this Agreement at any time
shall be reduced by the face amount of Letters
of Credit from time to time outstanding.
FOREIGN EXCHANGE
CONTRACT SUBLIMIT Up to $500,000* (the "Contract Limit") of the
Credit Limit may be utilized for spot and
future foreign exchange contracts (the
"Exchange Contracts"). The Credit Limit
available at any time shall be reduced by the
following amounts (the "Foreign Exchange
Reserve") on each 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 from the Determination Date, 20% 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 within two business days after the
Determination Date, 100% of the gross amount of
the Exchange Contracts. In lieu of the Foreign
Exchange Reserve for 100% of the gross amount
of any Exchange Contract, the Borrower may
request that Silicon debit the Borrower's bank
account with Silicon for such amount, provided
Borrower has immediately available funds in
such amount in its bank account.
* ON A JOINT AND AGGREGATE BASIS FOR 3D
SYSTEMS, INC., 3D SYSTEMS INC. LIMITED, 3D
SYSTEMS FRANCE SARL, AND 3D SYSTEMS GmbH
Silicon may, in its discretion, terminate the
Exchange Contracts at any time (a) that an
Event of Default occurs or (b) that there is
not sufficient availability under the Credit
Limit and Borrower does not have available
funds in its bank account to satisfy the
Foreign Exchange Reserve. If either Silicon or
Borrower terminates the Exchange Contracts, and
without limitation of the FX Indemnity
Provisions (as referred to below), Borrower
agrees to reimburse Silicon for any and all
fees, costs and expenses relating thereto or
arising in connection therewith.
Borrower shall not permit the total gross
amount of all Exchange Contracts on which
delivery is to be effected and settlement
allowed in
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any two business day period to be more than
$250,000* (the "Settlement Limit"), nor shall
Borrower permit the total gross amount of all
Exchange Contracts to which Borrower is a
party, outstanding at any one time, to exceed
the Contract Limit.
* ON A JOINT AND AGGREGATE BASIS FOR 3D
SYSTEMS, INC., 3D SYSTEMS INC. LIMITED, 3D
SYSTEMS FRANCE SARL, AND 3D SYSTEMS GMBH
Notwithstanding the above, however, the amount
which may be settled in any two (2) business
day period may, in Silicon's sole discretion,
be increased above the Settlement Limit up to,
but in no event to exceed, the amount of the
Contract Limit (the "Discretionary Settlement
Amount") under either of the following
circumstances (the "Discretionary Settlement
Circumstances"):
(i) if there is sufficient availability under
the Credit Limit in the amount of the Foreign
Exchange Reserve as of each Determination Date,
provided that Silicon in advance shall reserve
the full amount of the Foreign Exchange Reserve
against the Credit Limit; or
(ii) if there is insufficient availability
under the Credit Limit as to settlements within
any two (2) business day period if Silicon is
able to: (A) verify good funds overseas prior
to crediting Borrower's deposit account with
Silicon (in the case of Borrower's sale of
foreign currency); or (B) debit Borrower's
deposit account with Silicon prior to
delivering foreign currency overseas (in the
case of Borrower's purchase of foreign
currency);
PROVIDED that it is expressly understood that
Silicon's willingness adopt the Discretionary
Settlement Amount is a matter of Silicon's sole
discretion and the existence of the
Discretionary Settlement Circumstances in no
way means or implies that Silicon shall be
obligated to permit the Borrower to exceed the
Settlement Limit in any two business day
period.
In the case of Borrower's purchase of foreign
currency, Borrower in advance shall instruct
Silicon upon settlement either to treat the
settlement amount as an advance under the
Credit Limit, or to debit Borrower's account
for the amount settled.
The Borrower shall execute all standard form
applications and agreements of Silicon in
connection with the Exchange Contracts, and
without limiting any of the terms of such
applications and agreements, the Borrower will
pay all standard fees and charges of Silicon in
connection with the Exchange Contracts.
Without limiting any of the other terms of this
Loan Agreement or any such standard form
applications and agreements of Silicon,
Borrower agrees to indemnify Silicon and hold
it harmless, from and against any and all
claims, debts, liabilities, demands,
obligations, actions, costs and expenses
(including, without limitation, attorneys' fees
of counsel of Silicon's choice), of every
nature and description, which it may sustain or
incur, based upon, arising out of, or in any
way relating to any of the Exchange Contracts
or any transactions relating thereto or
contemplated thereby (collectively referred to
as the "FX Indemnity Provisions").
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The Exchange Contracts shall have maturity
dates no later than the Maturity Date.
INTEREST RATE (Section 1.2): A rate equal to the "Prime Rate" in effect from
time to time (except that the interest
rate on any obligations outstanding under
the IRB Letter of Credit shall be as set
forth therein). Interest shall be
calculated on the basis of a 360-day year
for the actual number of days elapsed.
"Prime Rate" means the rate announced from
time to time by Silicon as its "prime
rate;" it is a base rate upon which other
rates charged by Silicon are based, and it
is not necessarily the best rate available
at Silicon. The interest rate applicable
to the Obligations shall change on each
date there is a change in the Prime Rate.
LOAN FEE
(Section 1.3): SEE AMENDMENT OF EVEN DATE HEREWITH.
MATURITY DATE
(Section 5.1): JULY 5, 1998 (except that the Maturity Date of
the IRB Letter of Credit shall be as set forth
therein).
PRIOR NAMES OF BORROWER
(Section 3.2): NONE
TRADE NAMES OF BORROWER
(Section 3.2): NONE
OTHER LOCATIONS AND ADDRESSES
(Section 3.3): FOR 3D SYSTEMS, INC.
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MATERIAL ADVERSE LITIGATION
(Section 3.10): NONE
NEGATIVE COVENANTS-EXCEPTIONS
(Section 4.6): Without Silicon's prior written consent, Borrower
may do the following, provided that,
after giving effect thereto, no Event of
Default has occurred and no event has
occurred which, with notice or passage of
time or both, would constitute an Event of
Default, and provided that the following
are done in compliance with all applicable
laws, rules and regulations: (i) pay or
lend to the Parent Company whether by
dividend, advance or otherwise, such
amounts to enable the Parent Company to
pay when due all federal, state, and local
taxes; reasonable operating expenses; and
legal, accounting and filing fees; in each
of the foregoing cases, however, payments
shall only be made in such amounts as are
attributable to the ownership of Borrower
(collectively referred to as the "Upstream
Payments"), including, without limitation,
directors' fees, legal and accounting
expenses and filing fees attributable to
the ownership of Borrower, PROVIDED,
HOWEVER, Borrower may pay or lend to the
Parent Company funds not to exceed
$10,000,000 to allow the Parent Company to
repurchase up to 1,500,000 shares of
Parent Company's stock; and (ii) make
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scheduled payments of principal and
interest on Silicon approved subordinated
indebtedness owing to the Borrower's
shareholders and related parties.
FINANCIAL COVENANTS
(Section 4.1): Borrower shall cause Parent Company to
comply with all of the following covenants
on a consolidated basis. Compliance shall
be determined as of the end of each
quarter, except as otherwise specifically
provided below:
QUICK ASSET RATIO: Parent Company shall maintain a ratio of "Quick
Assets" to current liabilities of not less than
2.50 to 1.
TANGIBLE NET WORTH: Parent Company shall maintain a tangible net
worth of not less than $52,000,000.
DEBT TO TANGIBLE
NET WORTH RATIO: Parent Company shall maintain a ratio of total
liabilities to tangible net worth of not more
than 0.75 to 1.
DEFINITIONS: "Current liabilities" shall have the meaning
ascribed thereto in accordance with generally
accepted accounting principles, except that
"current liabilities":
(i) shall include the IRB Letter of Credit;
(ii) shall not include any current portion of
the indebtedness represented by the
Industrial Revenue Bonds.
"Tangible net worth" means the excess of
total assets over total liabilities,
determined in accordance with generally
accepted accounting principles, excluding
however all assets which would be
classified as intangible assets under
generally accepted accounting principles,
including without limitation goodwill,
licenses, patents, trademarks, trade
names, copyrights, and franchises.
"Quick Assets" means cash on hand or on
deposit in banks, readily marketable
securities issued by the United States,
readily marketable commercial paper rated
"A-1" by Standard & Poor's Corporation (or
a similar rating by a similar rating
organization), certificates of deposit and
banker's acceptances, and accounts
receivable (net of allowance for doubtful
accounts).
DEFERRED REVENUES: For purposes of the above quick asset ratio,
deferred revenues shall not be counted as
current liabilities. For purposes of the
above debt to tangible net worth ratio,
deferred revenues shall not be counted in
determining total liabilities and shall
not be counted in determining tangible net
worth for purposes of such ratio. For all
other purposes deferred revenues shall be
counted as liabilities in accordance with
generally accepted accounting principles.
SUBORDINATED DEBT: "Liabilities" for purposes of the foregoing
covenants do not include indebtedness
which is subordinated to the indebtedness
to Silicon under a subordination agreement
in form specified by Silicon or by
language in the instrument evidencing the
indebtedness which is acceptable to
Silicon.
OTHER COVENANTS
(Section 4.1): Borrower shall at all times comply with all
of the following additional covenants:
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1. BANKING RELATIONSHIP. Borrower shall
at all times maintain its primary banking
relationship with Silicon.
2. INDEBTEDNESS. Without limiting any of
the foregoing terms or provisions of this
Agreement, Borrower shall not in the future
incur indebtedness for borrowed money, except
for indebtedness to Silicon, and Borrower shall
cause Parent Company, on a consolidated basis,
not to incur indebtedness in the future except
for indebtedness in connection with: (i) the
purchase or lease of equipment, which shall not
exceed $2,500,000 in the aggregate at any time
outstanding; or (ii) the Industrial Revenue Bonds.
3. UVP INTERCREDITOR. The Borrower shall cause
UVP, Inc. to maintain in effect the intercreditor
agreement with Silicon.
4. CROSS CORPORATE GUARANTY. Each Borrower
shall maintain in effect, and Borrower shall
cause Parent Company to maintain in effect,
the respective Cross Corporate Continuing
Guaranty that each delivered to Silicon in
connection with the original Loan Agreement.
5. NEGATIVE PLEDGE. Borrower shall not grant
a security interest in any of its Collateral,
whether presently owned or hereafter acquired,
PROVIDED, HOWEVER, Borrower may incur liens on
capital equipment relating to indebtedness
incurred pursuant to Paragraph 2 set forth above
entitled "Indebtedness".
6. ADDITIONAL EVENTS OF DEFAULT; UVP LETTER,
MATERIAL ADVERSE CHANGE. Without limiting the
Events of Default as set forth in the Loan
Agreement, each of the following shall constitute
an Event of Default: (a) a default or event of
default under the Letter Agreement dated
January 5, 1990 between Borrower and UVP, Inc.
or under the Security Agreement dated
January 5, 1990 between Borrower and UVP, Inc.;
and (b) a material adverse change in the
business, assets or prospects of Borrower or
any guarantor after the date hereof.
7. NORWEST BANK INTERCREDITOR. The Borrower
shall cause Norwest Bank Colorado, National
Association, a national banking association
("Norwest"), to execute and maintain in effect
for so long as the IRB Letter of Credit is
outstanding an intercreditor agreement with
Silicon in form and substance acceptable to
Silicon in its discretion.
8. ADDITIONAL EVENT OF DEFAULT: REIMBURSEMENT
AGREEMENT BY PARENT. Without limiting the Events
of Default as set forth in the Loan Agreement,
any default or event of default under that certain
Reimbursement Agreement dated as of
August 1, 1996, by and between the Parent Company
and Norwest, shall constitute an Event of Default.
9. CASH COLLATERALIZATION OF IRB LETTER OF
CREDIT. Notwithstanding any other term of this
Agreement, if upon (a) the Maturity Date, or
(b) the date of any earlier termination of this
Agreement, or (c) the date of occurrence of any
Event of Default, the IRB Letter of Credit is
outstanding, then on such date Borrower shall
provide to Silicon cash collateral in an amount
equal to 105% of the face amount of the IRB
Letter of Credit plus all interest, fees and
costs due or to become due in connection
therewith, to secure all of the Obligations
relating to the IRB Letter of Credit, pursuant
to Silicon's then standard form cash pledge
agreement.
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BORROWER: BORROWER:
3D SYSTEMS, INC. 3D SYSTEMS INC. LIMITED
BY BY
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PRESIDENT OR VICE PRESIDENT PRESIDENT OR VICE PRESIDENT
BY BY
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SECRETARY OR ASS'T SECRETARY SECRETARY OR ASS'T SECRETARY
BORROWER: BORROWER:
3D SYSTEMS FRANCE SARL 3D SYSTEMS GMBH
BY BY
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PRESIDENT OR VICE PRESIDENT PRESIDENT OR VICE PRESIDENT
BY BY
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SECRETARY OR ASS'T SECRETARY SECRETARY OR ASS'T SECRETARY
SILICON:
SILICON VALLEY BANK
BY
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TITLE
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