TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. TO: SILICON VALLEY BANK ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ FROM: SABA SOFTWARE, INC. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ The undersigned authorized officer of SABA SOFTWARE, INC. (“Borrower”) certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (as further amended, restated, or otherwise modified from time to time, the “Agreement”), (i) Borrower is in complete compliance for the period ending with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date. Attached are the required documents supporting the certification. In addition, the undersigned authorized officer of Borrower certifies that Borrower and each of its Subsidiaries (x) has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under Generally Accepted Accounting Principles (“GAAP”) and (y) does not have any legal actions pending or threatened against Borrower or any Subsidiary, which could result in damages or costs to Borrower or any Subsidiary of $500,000 or more and of which Borrower has not previously notified in writing to Bank. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Monthly financial statements + CC Monthly within 45 days Yes No Annual (Audited) FYE within 120 days Yes No SEC Filings not available on ▇▇▇▇▇ Within 5 days after filing with SEC Yes No Annual Financial Projections FYE within 45 days Yes No
Appears in 1 contract
TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. Authorized Requester Phone # Received By (Bank) Phone # Authorized Signature (Bank) TO: SILICON VALLEY BANK ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ FROM: SABA SOFTWARE, INC. ▇▇▇▇ ▇▇QUICKLOGIC CORPORATION ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ The undersigned authorized officer of SABA SOFTWARE, INC. QuickLogic Corporation (“Borrower”) certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (as further amended, restated, or otherwise modified from time to time, the “Agreement”), (i) Borrower is in complete compliance for the period ending with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date, except for representations and warranties made as of a specific earlier date, which are to be true and correct in all material respects as of such earlier date. Attached are the required documents supporting the certification. In addition, the undersigned authorized officer of Borrower certifies that Borrower and each of its Subsidiaries (x) has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under Generally Accepted Accounting Principles (“GAAP”) and (y) does not have any legal actions pending or threatened against Borrower or any Subsidiary, which could result in damages or costs to Borrower or any Subsidiary of $500,000 or more and of which Borrower has not previously notified in writing to Bank. The undersigned Officer certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter letter, footnotes or footnotesyear end adjustments. The undersigned Officer acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Please indicate compliance status by circling Yes/No under “Complies” column. Monthly financial statements + CC Monthly within 45 days Yes No Annual (Audited) FYE Annual within 120 days of FYE Yes No SEC Filings not available on ▇▇▇▇▇ Board Approved Projections Prior to December 20th Yes No Accounts Payable and Accounts Receivable Listings Within 30 days of the end of each month Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Annual Financial Projections FYE within 45 days Minimum Tangible Net Worth Monthly; $31,000,000 Yes NoNo Quick Ratio (Adjusted) 1.55to 1.00 Yes No Have there been updates to Borrower’s intellectual property, if appropriate? Yes No Comments Regarding Exceptions: See Attached. Sincerely, QuickLogic Corporation SIGNATURE TITLE DATE Received by: AUTHORIZED SIGNER Date: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No I, the Secretary or Assistant Secretary of QuickLogic Corporation (“Borrower”), CERTIFY that Borrower is a corporation duly organized and existing under the laws of the State of Delaware. I certify that at a meeting of Borrower’s Board of Directors (or by other authorized corporate action) duly held, the following resolutions were adopted: It is resolved that any one of the following officers of Borrower, whose name, title and signature is below:
Appears in 1 contract
Sources: Loan and Security Agreement (Quicklogic Corporation)
TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. TO: SILICON VALLEY BANK ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ FROM: SABA SOFTWARE, INC. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ QUICKLOGIC CORPORATION The undersigned authorized officer of SABA SOFTWARE, INC. QuickLogic Corporation (“"Borrower”") certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (as further amended, restated, or otherwise modified from time to time, the “"Agreement”"), (i) Borrower is in complete compliance for the period ending with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date, except for representations and warranties made as of a specific earlier date, which are to be true and correct in all material respects as of such earlier date. Attached are the required documents supporting the certification. In addition, the undersigned authorized officer of Borrower certifies that Borrower and each of its Subsidiaries (x) has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under Generally Accepted Accounting Principles (“GAAP”) and (y) does not have any legal actions pending or threatened against Borrower or any Subsidiary, which could result in damages or costs to Borrower or any Subsidiary of $500,000 or more and of which Borrower has not previously notified in writing to Bank. The undersigned Officer certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter letter, footnotes or footnotesyear end adjustments. The undersigned Officer acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Please indicate compliance status by circling Yes/No under "Complies" column. Monthly financial statements + CC Monthly within 45 days Yes No Annual (Audited) FYE within 120 days Yes No SEC Filings not available on ▇▇▇▇▇ 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Annual Financial Projections FYE within 45 days Minimum Tangible Net Worth Monthly; $49,000,000 Yes NoNo Have there been updates to Borrower's intellectual property, if appropriate? Yes No Comments Regarding Exceptions: See Attached. BANK USE ONLY Sincerely, QuickLogic Corporation Received by: AUTHORIZED SIGNER Date: SIGNATURE Verified: AUTHORIZED SIGNER TITLE Date: DATE Compliance Status: Yes No This Intellectual Property Security Agreement is entered into as of June , 2002 by and between SILICON VALLEY BANK ("Bank") and QUICKLOGIC CORPORATION ("Grantor").
Appears in 1 contract
Sources: Loan and Security Agreement (Quicklogic Corporation)
TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. Authorized Requester Phone # Received By (Bank) Phone # TO: SILICON VALLEY BANK ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ FROM: SABA SOFTWARE, INC. ▇▇▇▇ ▇▇QUICKLOGIC CORPORATION ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ The undersigned authorized officer of SABA SOFTWARE, INC. QuickLogic Corporation (“Borrower”) certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (as further amended, restated, or otherwise modified from time to time, the “Agreement”), (i) Borrower is in complete compliance for the period ending with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date, except for representations and warranties made as of a specific earlier date, which are to be true and correct in all material respects as of such earlier date. Attached are the required documents supporting the certification. In addition, the undersigned authorized officer of Borrower certifies that Borrower and each of its Subsidiaries (x) has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under Generally Accepted Accounting Principles (“GAAP”) and (y) does not have any legal actions pending or threatened against Borrower or any Subsidiary, which could result in damages or costs to Borrower or any Subsidiary of $500,000 or more and of which Borrower has not previously notified in writing to Bank. The undersigned Officer certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter letter, footnotes or footnotesyear end adjustments. The undersigned Officer acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Please indicate compliance status by circling Yes/No under “Complies” column. Monthly financial statements + CC Monthly within 45 days Yes No Annual (Audited) FYE Annual within 120 days of FYE Yes No SEC Filings not available on ▇▇▇▇▇ Board Approved Projections Prior to December 20th Yes No Accounts Payable and Accounts Receivable Listings Within 30 days of the end of each month Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Annual Financial Projections FYE within 45 days Minimum Tangible Net Worth Monthly; $33,000,000 Yes NoNo Quick Ratio (Adjusted) 1.40 to 1.00 Yes No Have there been updates to Borrower’s intellectual property, if appropriate? Yes No Comments Regarding Exceptions: See Attached. BANK USE ONLY Sincerely, Received by: AUTHORIZED SIGNER QuickLogic Corporation Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status: Yes No DATE Borrower: Quicklogic Corporation Bank: Silicon Valley Bank ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Commitment Amount: $8,000,000
Appears in 1 contract
Sources: Loan and Security Agreement (Quicklogic Corporation)
TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. TO: SILICON VALLEY BANK ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇LOAN AGREEMENT SUPPLEMENT No. [ ], ▇▇ ▇▇▇▇▇ FROM: SABA SOFTWAREdated , INC. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ The undersigned authorized officer of SABA SOFTWARE, INC. 200 (“BorrowerSupplement”) certifies that under ), to the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank dated as of January 31, 2006 (as further amended, restated, or otherwise modified from time to time, the “Loan Agreement”), by and between the undersigned (i“Borrower”) and Silicon Valley Bank (“Bank”). Capitalized terms used herein but not otherwise defined herein are used with the respective meanings given to such terms in the Loan Agreement. To secure the prompt payment by Borrower of all amounts from time to time outstanding under the Loan Agreement, and the performance by Borrower of all the terms contained in the Loan Agreement, Borrower grants Bank a first priority security interest in each item of equipment and other property described in Annex A hereto, which equipment and other property shall be deemed to be additional Financed Equipment and Collateral. The Loan Agreement is hereby incorporated by reference herein and is hereby ratified, approved and confirmed. Annex A (Equipment Schedule) and Annex B (Loan Terms Schedule) are attached hereto. The proceeds of the Loan should be transferred to Borrower’s account with Bank set forth below: Bank Name: Silicon Valley Bank Account No.: Borrower hereby certifies that (a) the foregoing information is true and correct and authorizes Bank to endorse in complete compliance for its respective books and records, the period ending with all required covenants except as noted below applicable interest rate applicable to the Funding Date of the Equipment Facility Advance contemplated in this Loan Agreement Supplement and the principal amount set forth in the Loan Terms Schedule; (iib) all the representations and warranties made by Borrower in the Loan Agreement are true and correct in all material respects on this date. Attached are the required documents supporting the certification. In addition, the undersigned authorized officer of Borrower certifies that Borrower date hereof and each of its Subsidiaries (x) has timely filed all required tax returns will be true and paid, or made adequate provision to pay, correct in all material taxes, except those being contested in good faith with adequate reserves under Generally Accepted Accounting Principles (“GAAP”) respects on such Funding Date; and (yc) does not have any legal actions pending or threatened against Borrower or any Subsidiary, which could result in damages or costs to Borrower or any Subsidiary of $500,000 or more and of which Borrower has not previously notified in writing to Bank. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower it is not in compliance with any Sections 6.8(a) and 6.9 of the terms Loan Agreement. No Event of Default has occurred and is continuing under the Loan Agreement. This Supplement may be executed by Borrower and Bank in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. This Supplement is delivered as of the Agreementday and year first above written. Annex A - Description of Financed Equipment Annex B - Loan Terms Schedule The Financed Equipment being financed with the Equipment Facility Advance with respect to which this Loan Agreement Supplement is being executed is listed below. Upon the funding of such Equipment Facility Advance, this schedule automatically shall be deemed to be a part of the Collateral. Loan Funding Date: , 200 Original Loan Amount: $ Equipment Facility Interest Rate: % Scheduled Payment Dates and that compliance is determined not just at the date this certificate is deliveredAmounts*: One (1) payment of $ due payment of $ due monthly in advance from through . Monthly financial statements + CC Monthly within 45 days Yes No Annual One (Audited1) FYE within 120 days Yes No SEC Filings not available on ▇▇▇▇▇ Within 5 days after filing with SEC Yes No Annual Financial Projections FYE within 45 days Yes Nopayment of $ due . Maturity Date: 1 3 4 . . . [36]
Appears in 1 contract
TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/transfer/ loan advance on the advance designated account and is known to me. TO__________________________________ ____________________________ Authorized Requester Phone # __________________________________ ____________________________ Received by (Bank) Phone # _____________________________________ Authorized Signature (Bank) EXHIBIT C REVOLVING PROMISSORY NOTE $4,000,000 Palo Alto, California Date: SILICON VALLEY BANK ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇October 16, ▇▇ ▇▇▇▇▇ FROM: SABA SOFTWARE1997 HYBRID NETWORKS, INC. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇("Borrower"), ▇▇ ▇▇▇▇▇ for value received, hereby promises to pay to the order of VENTURE BANKING GROUP, a division of Cupertino National Bank ("Bank"), in lawful money of the United States of America, pursuant to that certain Loan and Security Agreement dated as of October 16, 1997, by and between Borrower and Bank (the "Loan Agreement"), (i) the principal amount of $4,000,000 or, if lesser, (ii) the principal amount of all Advances outstanding as of the maturity date hereof. This Note is one of the Notes referred to in the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. Borrower further promises to pay interest on each Advance hereunder in like funds on the principal amount hereof from time to time outstanding from the date hereof until paid in full, at a rate or rates per annum and payable on the dates determined pursuant to the Loan Agreement. Payment on this Note shall be applied in the manner set forth in the Loan Agreement. The Loan Agreement contains provisions for acceleration of the maturity of Advances hereunder upon the occurrence of certain stated events and also provides for optional and mandatory prepayments of principal hereof prior to any stated maturity upon the terms and conditions therein specified. All Advances made by Bank to Borrower pursuant to the Loan Agreement shall be recorded by Bank on the books and records of Bank. The failure of Bank to record any Advance or any prepayment or payment made on account of the principal balance hereof shall not limit or otherwise affect the obligation of Borrower under this Note and under the Loan Agreement to pay the principal, interest and other amounts due and payable under the Advances. Any principal or interest payments on this Note not paid when due, whether at stated maturity, by acceleration or otherwise, shall bear interest at the Default Rate. Upon the occurrence and continuance of a default hereunder or an Event of Default under the Loan Agreement, all unpaid principal, accrued interest and other amounts owing hereunder shall, at the option of Bank, be immediately collectible by or on behalf of Bank pursuant to the Loan Agreement and applicable law. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest of this Note, and shall pay all costs of collection when incurred, including reasonable attorneys' fees, costs and expenses. The right to plead any and all statutes of limitations as a defense to any demand hereunder is hereby waived to the full extent permitted by law. The amount of this Note is secured by the Collateral identified and described as security therefor in the Loan Agreement. This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding conflicts of laws principles that would cause the application of the laws of any other jurisdiction. The provisions of this Note shall inure to the benefit of and be binding upon any successor to Borrower and shall extend to any holder hereof. HYBRID NETWORKS, INC. By: ____________________________ Printed Name:___________________ Title: _________________________ EXHIBIT D BORROWING BASE CERTIFICATE ______________________________________________________________________________ Borrower: Hybrid Networks, Inc. Commitment Amount: $4,000,000 _______________________________________________________________________________ ACCOUNTS RECEIVABLE 1. Accounts Receivable Book Value as of $____________ 2. Additions (please explain on reverse) $____________ 3. TOTAL ACCOUNTS RECEIVABLE $____________ ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication) 4. Amounts over 90 days due $____________ 5. Balance of 50% over 90 day accounts $____________ 6. Concentration Limits (Accounts exceeding 30% total A/R) $____________ 7. Foreign Accounts (unless pre-approved) $____________ 8. Governmental Accounts $____________ 9. Contra Accounts $____________ 10. Promotion or Demo Accounts $____________ 11. Intercompany/Employee Accounts $____________ 12. Other (please explain on reverse) $____________ 13. TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS $____________ 14. Eligible Accounts (#3 minus #13) $____________ 15. LOAN VALUE OF ACCOUNTS (75% of #14) $____________ BALANCES 16. Maximum Loan Amount $____________ 17. Total Funds Available [Lesser of #15 or #16] $____________ 18. Present balance owing on Line of Credit $____________ 19. RESERVE POSITION (#17 minus #18) $____________ The undersigned represents and warrants that the foregoing is true, complete and correct, and that the information reflected in this Borrowing Base Certificate complies with the representations and warranties set forth in the Loan and Security Agreement between the undersigned and Venture Banking Group. COMMENTS: BANK USE ONLY ---- --- ---- Rec'd By: ____________ Auth. Signer HYBRID NETWORKS, INC. Date: ________________ Verified: ____________ Auth. Signer By: ____________________________ Date:_________________ Authorized Signer ______________________ - EXHIBIT E COMPLIANCE CERTIFICATE TO: VENTURE BANKING GROUP FROM: HYBRID NETWORKS, INC. The undersigned authorized officer of SABA SOFTWAREHybrid Networks, INC. Inc. (“Borrower”the "Officer") hereby certifies that under in accordance with the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (as further amended, restated, or otherwise modified from time to time, the “"Agreement”"), (i) Borrower is in complete compliance in all material respects for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects on this dateas of the date hereof. Attached herewith are the required documents supporting the above certification. In addition, the undersigned authorized officer of Borrower certifies that Borrower and each of its Subsidiaries (x) has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under Generally Accepted Accounting Principles (“GAAP”) and (y) does not have any legal actions pending or threatened against Borrower or any Subsidiary, which could result in damages or costs to Borrower or any Subsidiary of $500,000 or more and of which Borrower has not previously notified in writing to Bank. The undersigned Officer further certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned Officer expressly acknowledges that no borrowings may be requested by Borrower at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that such compliance is determined not just at the date this certificate is delivered. Monthly financial Please indicate compliance status by circling Yes/No under "Complies" column. Reporting Covenant Required Complies ------------------ -------- -------- Financial statements + CC Monthly within 45 days Within 30 days* Yes No Annual (CPA Audited) FYE within 120 days or within 5 days Yes No SEC Filings not available on ▇▇after filing with ▇▇▇ ▇▇-▇, ▇▇-▇ and 8-K Within 5 days after filing with SEC Yes No Annual Financial Projections FYE A/R & A/P Agings Monthly within 45 30 days Yes NoNo A/R Audit Initial and Semi-Annual Yes No * After the Equity Event, within 30 days of each quarter end or within 5 days after filing with the SEC.
Appears in 1 contract