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Exhibit 10.73
SILICON VALLEY BANK
AMENDMENT TO LOAN AGREEMENT
BORROWER: ALPHA MICROSYSTEMS
ADDRESS: 0000 XXXXX XXXXXXXX XXXXXX
XXXXX XXX, XXXXXXXXXX 00000
DATED AS OF: OCTOBER 11, 1996
THIS AMENDMENT TO LOAN 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
(the "Loan Agreement") dated July 10, 1995, as amended from time to time,
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. MODIFICATION TO MATURITY DATE. The Maturity Date as set forth in the
Schedule to the Loan Agreement is hereby amended to be "October 10, 1997".
2. MODIFICATION TO FINANCIAL COVENANTS. The section of the Schedule to
the Loan Agreement entitled "Financial Covenants (Section 4.1)" is hereby
amended in its entirety to read as follows:
"FINANCIAL COVENANTS
(Section 4.1): Borrower shall comply with all of the
following covenants. Compliance shall be
determined as of the end of each
month, except as otherwise specifically
provided below:
QUICK ASSET RATIO: Borrower shall maintain a ratio of "Quick
Assets" to current liabilities of not less than
3.00 to 1.
TANGIBLE NET WORTH: Borrower shall maintain a tangible net worth of
not less than $12,750,000.
DEBT TO TANGIBLE
NET WORTH RATIO: Borrower shall maintain a ratio of total
liabilities to tangible net worth of not more
than .50 to 1.
PROFITABILITY Borrower shall not incur a loss (after taxes)
for the fiscal year ending February 28, 1997 in
excess of $2,200,000. Thereafter, Borrower
shall not incur any losses (after taxes) in any
fiscal quarter, other than for a loss (after
taxes) in a single fiscal quarter during any
fiscal year if the amount of such loss does not
exceed
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$250,000. For purposes of this financial
covenant, capitalized software is to be
considered an expense of the Borrower.
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, capitalized software and
organizational costs, licences 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 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.
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."
3. NEW WARRANTS. The Borrower shall provide Silicon with five-year
warrants to purchase 25,000 shares of Common stock of the Borrower, at a price
per share equal to the market price per share as reflected on the date prior to
the Borrower's execution of this Amendment, on the terms and conditions in the
Warrant to Purchase Stock and related documents being executed concurrently with
this Amendment, which Warrant shall be in addition to the Warrant previously
issued by the Borrower in favor of Silicon.
4. FEE. Borrower shall pay to Silicon a facility fee in the amount of
$7,500 in connection with this Amendment, which shall be in addition to all
interest payable under the Loan Agreement and all other amounts due thereunder,
and which shall not be refundable.
5. 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.
6. 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:
ALPHA MICROSYSTEMS
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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GUARANTOR'S CONSENT
The undersigned guarantor acknowledges that its consent to the
foregoing Amendment is not required, but the undersigned nevertheless does
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 Continuing Guaranty executed by the undersigned in
favor of Silicon, which is hereby ratified and affirmed and shall continue in
full force and effect.
ALPHAHEALTHCARE, INC.
By:
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Title:
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