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EXHIBIT 10(h)
[GRAPHIC OMITTED] SILICON VALLEY BANK
AMENDMENT TO LOAN AND SECURITY AGREEMENT
BORROWER: CAM DATA SYSTEMS, INC.
ADDRESS: 00000 XXXXXXX XXXXXX, XXXXX 000
XXXXXXXX XXXXXX, XXXXXXXXXX 00000
DATE: JANUARY 9, 1998
THIS AMENDMENT TO LOAN AND SECURITY AGREEMENT is entered into between
SILICON VALLEY BANK ("Silicon") and the borrower named above (the "Borrower").
The Parties agree to amend the Loan and Security Agreement between them,
dated June 30, 1992, as amended by that certain Amendment to Loan Agreement
dated July 7, 1993, as amended by that Amendment to Loan Agreement dated June
28, 1994, as amended by that Amendment to Loan Agreement dated July 17, 1995, as
amended by that Amendment to Loan and Security Agreement dated July 18, 1996, as
amended by that Amendment to Loan Agreement dated January 9, 1997 (as so amended
and as otherwise amended from time to time, the "Loan Agreement"), as follows.
(Capitalized terms used but not defined in this Amendment, shall have the
meanings set forth in the Loan Agreement.)
1. AMENDED SCHEDULE. The Schedule to Loan and Security Agreement is
amended, effective on the date hereof, to read as set forth on the Amended
Schedule to Loan and Security Agreement attached hereto.
2. FACILITY FEE. Borrower shall concurrently pay to Silicon a facility
fee in the amount of $2,800, which shall be in addition to all interest and all
other fees payable to Silicon and shall be non-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. Further, the Borrower hereby represents
and warrants to Silicon that all information provided to Silicon in the
Representations and Warranties form dated July 2, 1996 remains complete and
accurate as of the date hereof and the agreements, representations and
warranties set forth in such form are hereby incorporated into this Agreement as
though set forth herein in full.
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
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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: SILICON:
CAM DATA SYSTEMS, 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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[GRAPHIC OMITTED] SILICON VALLEY BANK
AMENDED SCHEDULE TO
LOAN AND SECURITY AGREEMENT
BORROWER: CAM DATA SYSTEMS, INC.
ADDRESS: 00000 XXXXXXX XXXXXX, XXXXX 000
XXXXXXXX XXXXXX, XXXXXXXXXX 00000
DATE: JANUARY 9, 1998
CREDIT LIMIT
(Section 1.1): An amount not to exceed the lesser of: (i)
$1,500,000 at any one time outstanding; or (ii) 75%
of the Net Amount of Borrower's accounts, which
Silicon in its discretion deems eligible for
borrowing. "Net Amount" of an account means the
gross amount of the account, minus all applicable
sales, use, excise and other similar taxes and minus
all discounts, credits and allowances of any nature
granted or claimed; PROVIDED THAT prior to the
satisfactory completion of an audit pursuant to
Section 4.5 of the Loan Agreement, Loans hereunder
shall in no event exceed $500,000.
Without limiting the fact that the determination of
which accounts are eligible for borrowing is a
matter of Silicon's discretion, the following will
not be deemed eligible for borrowing: accounts
outstanding for more than 90 days from the invoice
date, accounts subject to any contingencies,
accounts owing from an account debtor outside the
United States (unless pre-approved by Silicon in its
discretion, or backed by a letter of credit
satisfactory to Silicon, or FCIA insured
satisfactory to Silicon), accounts owing from one
account debtor to the extent they exceed 25% of the
total eligible accounts outstanding, accounts owing
from an affiliate of Borrower, and accounts owing
from an account debtor to whom Borrower is or may be
liable for goods purchased from such account debtor
or otherwise. In addition, if more than 50% of the
accounts owing from an account debtor are
outstanding more than 90 days from the invoice date
or are otherwise not eligible accounts, then all
accounts owing from that account debtor will be
deemed ineligible for borrowing.
LETTERS OF CREDIT SUBLIMIT Silicon, in its discretion, will from time to time
during the term of this Agreement issue letters of
credit for the account of the Borrower ("Letters of
Credit"), in an aggregate amount at any one time
outstanding not to exceed $500,000, upon the request
of the Borrower and upon execution and delivery by
the Borrower of Applications for Letters of Credit
and such other documentation as Silicon shall
specify (the "Letter of Credit
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Documentation"). Fees for the Letters of Credit
shall be as provided in the Letter of Credit
Documentation. 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.
INTEREST RATE (Section 1.2): A rate equal to the "Prime Rate" in effect from
time to time, plus 1.00% 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.
LOAN ORIGINATION FEE
(Section 1.3): SEE AMENDMENT TO LOAN AND SECURITY AGREEMENT OF EVEN
DATE.
MATURITY DATE
(Section 5.1): JANUARY 8, 1999
PRIOR NAMES OF BORROWER
(Section 3.2): SILVER PLUS
TRADE NAMES OF BORROWER
(Section 3.2): NONE
OTHER LOCATIONS AND ADDRESSES
(Section 3.3): 0000 XXXX XXXX XXXXXX., XXXXXXXXX, XX 00000; AND
000 XXXXXXX XXXXXX, XXXXXX, XX 00000
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) repurchase shares of Borrower's
stock pursuant to any employee stock purchase or
benefit plan, provided that the total amount paid by
Borrower for such stock does not exceed $100,000 in
any fiscal year.
FINANCIAL COVENANTS
(Section 4.1): Borrower shall comply with all of the following
covenants. Compliance shall be determined as of the
end of each quarter, except as otherwise
specifically provided below:
QUICK ASSET RATIO: Borrower shall maintain a ratio of "Quick Assets" to
current liabilities of not less than 1.25 to 1.
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TANGIBLE NET WORTH: Borrower shall maintain a tangible net worth of not
less than $2,500,000.
DEBT TO TANGIBLE
NET WORTH RATIO: Borrower shall maintain a ratio of total liabilities
to tangible net worth of not more than 1.00 to 1.
PROFITABILITY Borrower shall not incur a loss (after taxes) in any
fiscal year, except that in a single fiscal quarter
during each fiscal year Borrower may incur a loss
(after taxes) in an amount not to exceed $200,000.
DEFINITIONS: "Current assets," and "current liabilities" shall
have the meanings ascribed to them in accordance
with generally accepted accounting principles.
"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).
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.
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 but
shall 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.
OTHER COVENANTS
(Section 4.1): Borrower shall at all times comply with all of the
following additional covenants:
1. BANKING RELATIONSHIP. Borrower shall at all times
maintain its primary banking relationship with
Silicon.
2. BORROWING BASE CERTIFICATE AND LISTING. At all
times that any Obligations remain outstanding,
within 20 days after the end of each month, Borrower
shall provide Silicon with a Borrowing Base
Certificate in such form as Silicon shall
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specify, and an aged listing of Borrower's accounts
receivable and accounts payable. At all other times,
within 30 days after the end of each fiscal quarter,
Borrower shall provide Silicon with a Borrowing Base
Certificate in such form as Silicon shall specify,
and an aged listing of Borrower's accounts
receivable. Additionally, prior to any new Loans
being advanced, Borrower shall provide Silicon with
a current Borrowing Base Certificate in such form as
Silicon shall specify, and an aged listing of
Borrower's accounts receivable and accounts payable.
3. 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 (i) indebtedness to
Silicon, and (ii) indebtedness incurred in the
future for the purchase price of or lease of
equipment in an aggregate amount not exceeding
$100,000 at any time outstanding.
4. COPYRIGHT SECURITY AGREEMENT. Borrower shall
continue in full force and effect the Security
Agreement in Copyrighted Works, executed by Borrower
in favor of Silicon. The Borrower shall cause the
Security Agreement in Copyrighted Works to remain in
full force and effect while any Obligations remain
outstanding.
5. ACCOUNTS RECEIVABLE AUDITS. No accounts
receivable audits as set forth under Section 4.5 of
this Agreement shall be required during periods in
which no Obligations remain outstanding. An accounts
receivable audit as set forth under Section 4.5 of
this Agreement shall be conducted and completed,
with satisfactory results, within 30 days after any
new Loan is made hereunder. Additionally, at all
times that
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any Obligations remain outstanding, the accounts
receivable audits by third parties retained by
Silicon as set forth in Section 4.5 of this
Agreement shall be conducted on a semi-annual basis.
BORROWER:
CAM DATA SYSTEMS, INC.
BY
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PRESIDENT OR VICE PRESIDENT
BY
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SECRETARY OR ASS'T SECRETARY
SILICON:
SILICON VALLEY BANK
BY
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TITLE
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