SILICON VALLEY BANK
AMENDMENT TO LOAN DOCUMENTS
BORROWERS: MICROLOG CORPORATION
MICROLOG CORPORATION OF MARYLAND
DATE: APRIL 21, 2000
THIS AMENDMENT TO LOAN DOCUMENTS is entered into between SILICON VALLEY
BANK ("Silicon") and the borrowers named above (jointly and severally,
"Borrower").
The Parties agree to amend the Loan and Security Agreement between
them, dated March 24, 1999 (as previously 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. ELIMINATION OF AUTOMATIC RENEWAL OF MATURITY DATE. Section 6.1 of
the Loan Agreement is hereby amended in its entirety to read as follows:
"6.1 MATURITY DATE. This Agreement shall continue in effect until
the maturity date set forth on the Schedule (the "Maturity Date")."
2. INTEREST RATE. Section 2 of the Schedule is hereby amended in its
entirety to read as follows:
"2. INTEREST.
INTEREST RATE
(Section 1.2): A rate equal to the "Prime Rate" in effect
from time to time, plus 2.0% per annum. 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.
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MINIMUM MONTHLY
INTEREST
(Section 1.2): $2,000."
3. FEES. Section 3 of the Schedule is hereby amended in its entirety to
read as follows:
"3. FEES (Section 1.4):
Collateral
Monitoring Fee:
(i) With respect to any calendar month in which the
balance of outstanding Obligations is zero at all times
during such month, $500; and
(ii) With respect to any other calendar month, $1,000.
The Collateral Monitoring Fee shall be payable in
arrears, and shall be prorated for any partial calendar
month at the beginning and at termination of this
Agreement."
4. NEW MATURITY DATE. Section 4 of the Schedule is hereby amended in
its entirety to read as follows:
"4. MATURITY DATE
(Section 6.1): March 24, 2001, subject to early termination as
provided in Section 6.2 above."
5. 30-DAY NOTICE OF REQUEST FOR LOANS. Notwithstanding any other term
or condition of the Loan Agreement, Borrower hereby agrees to provide Silicon at
least 30 days' prior written notice of Borrower's first request for a Loan
subsequent to the date of this Amendment, and Silicon shall have no obligation
to make any Loan unless and until Borrower has complied with such notice
requirement.
6. WARRANT. Borrower hereby agrees that, within 30 days after Silicon
makes its first Loan to Borrower subsequent to the date of this Amendment,
Borrower shall provide Silicon with a five-year warrant (the "Warrant") to
purchase a sufficient number of shares of common stock of Borrower (the "Number
of Shares"), at a sufficient price per share (the "Warrant Price"), so that the
product of the Warrant Price multiplied by the Number of Shares is equal to at
least two percent (2.0%) of the Maximum Credit Limit in effect on the date of
issuance of the Warrant (the "Issue Date"). The terms of the Warrant shall be
set forth in a Warrant to Purchase Stock and related documents (including but
not limited to a weighted average Anti-Dilution Agreement and a Registration
Rights Agreement which grants registration rights if the shares issued upon
exercise of the Warrant are not then eligible for resale under rule 144 of the
Securities Act of 1933), without regard to volume restriction, which documents
shall be customary and reasonable for transactions of this nature and shall be
acceptable to Silicon Valley in its discretion. The Warrant shall be deemed
fully earned on the Issue Date, and shall be in addition to all interest and
other fees. The forms of documentation required pursuant to this section shall
be finalized
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and agreed upon prior to the date of the first Loan to Borrower subsequent to
the date of this Amendment.
7. 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.
8. 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 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:
MICROLOG CORPORATION SILICON VALLEY BANK
BY____________________________ BY__________________________
PRESIDENT OR VICE PRESIDENT TITLE_______________________
BY____________________________
SECRETARY OR ASS'T SECRETARY
BORROWER:
MICROLOG CORPORATION OF MARYLAND
BY____________________________
PRESIDENT OR VICE PRESIDENT
BY____________________________
SECRETARY OR ASS'T SECRETARY
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CONSENT
The undersigned guarantor acknowledges that its consent to the
foregoing Agreement is not required, but the undersigned nevertheless does
hereby consent to the foregoing Agreement and to the documents and agreements
referred to therein. The Continuing Guaranty by the undersigned and the
Borrowers, and any and all other documents and agreements of the undersigned in
favor of Silicon shall continue in full force and effect and the same are hereby
ratified and affirmed.
SYSTEMS FINANCIAL
By_______________________________
Title_____________________________
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