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EXHIBIT 99.3
Greyrock
Business
Credit
A NationsBank Company
SCHEDULE TO
LOAN AND SECURITY AGREEMENT
BORROWER: QUARTERDECK CORPORATION
ADDRESS: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
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DATE: APRIL 1, 1997
This Schedule is an integral part of the Loan and Security Agreement
between GREYROCK BUSINESS CREDIT, A DIVISION OF NATIONSCREDIT COMMERCIAL
CORPORATION (GBC) and the borrower named above ("Borrower") of even date.
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1. CREDIT LIMIT An amount equal to the lesser of (1) or (2) below:
(Section 1.1):
(1) $12,000,000 at any one time outstanding; or
(2) an amount equal to the sum of the
following (without duplication):
(i) an amount equal to 85% of
Borrower's Eligible Receivables;
plus
(ii) an amount equal to the lesser of
(A) $2,000,000 at any one time
outstanding and (B) an amount
equal to 50% of the Eligible
Receivables of the Irish
Subsidiary; plus
(iii) the lesser of (A) 100% of the Value
of Borrower's Eligible Inventory
(as defined in Section 8 above) or
(B) $2,000,000. Value, as used
herein, means the lower of cost or
wholesale market value.
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2. INTEREST
INTEREST RATE The interest rate in effect throughout each calendar
month during the term of this
(Section 1.2): Agreement shall be the highest Prime Rate in effect
during such month, plus 2% per annum, and provided that
the interest charged for each month shall be a
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minimum of $10,000, regardless of the amount of the
Obligations outstanding. Interest shall be calculated
on the basis of a 360-day year for the actual number of
days elapsed. "Prime Rate" has the meaning set forth in
Section 8 above.
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3. FEES (Section 1.3/Section 6.2):
LOAN FEE: $50,000, payable concurrently herewith.
TERMINATION FEE: None.
NSF CHECK CHARGE: $15.00 per item.
WIRE TRANSFERS: $15.00 per transfer.
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4. MATURITY DATE April 30, 1998, subject to automatic renewal as
provided in Section 6.1 above,
(Section 6.1): and early termination as provided in Section 6.2
above.
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5. REPORTING Borrower shall provide GBC with the following:
(Section 5.2):
1. Annual financial statements, certified by KPMG
Peat Marwick LLP or other independent certified
public accountants reasonably acceptable to GBC,
within 5 days after the date the Form 10-K is
filed with the Securities and Exchange Commission
("SEC"), but, in any event, no later than 100 days
after the end of Borrower's fiscal year.
2. Quarterly unaudited financial statements as soon
as available after the end of the first three
fiscal quarters of each fiscal year, and, in any
event, no later than the earlier of (i) 5 days
after the date the Form 10-Q is filed with the
SEC, or (ii) 50 days after the end of each such
fiscal quarter of Borrower.
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3. Copies of the regular, periodical or special
reports (including Forms 10K, 10Q and 8K) that the
Borrower or any subsidiary may make to, or file
with, the SEC, within 5 days after the earlier the
date they are filed with the SEC.
4. Such financial statements as are prepared in the
ordinary course for Irish Subsidiary, as soon as
available.
5. Such information as GBC shall from time to time
reasonably request with respect to Receivables of
Irish Subsidiary and such other information
reasonably requested by GBC relating thereto.
6. Monthly Receivable agings, aged by invoice date,
within 10 days after the end of each month.
7. Monthly accounts payable agings, aged by
invoice date, and outstanding or held check
registers within 10 days after the end of each
month.
8. Monthly perpetual inventory reports for the
Inventory valued on a standard costing basis (in
accordance with generally accepted accounting
principles) or such other inventory reports as are
reasonably requested by GBC, all within 10 days
after the end of each month.
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6. BORROWER INFORMATION:
PRIOR NAMES OF
BORROWER
(Section 3.2): See attachment hereto
PRIOR TRADE
NAMES OF BORROWER
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(Section 3.2): See attachment hereto
EXISTING TRADE
NAMES OF BORROWER
(Section 3.2): See attachment hereto
OTHER LOCATIONS AND
ADDRESSES (Section 3.3): See attachment hereto
TAX ADJUSTMENTS (Section 3.8) See attachment hereto
MATERIAL ADVERSE
LITIGATION (Section 3.10): See attachment hereto
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7. COPYRIGHT REGISTRATION COVENANT
(Section 5.8): Borrower agrees promptly, and in any event not later
than 60 days after the date hereof, to file
registration applications with respect to its
currently unregistered material copyrights, and the
currently unregistered material copyrights of its
subsidiaries, with the Copyright Office in
Washington, D.C., and to promptly provide GBC with
evidence of the registration of such copyrights.
Upon obtaining or acquiring any additional material
copyright, Borrower will, on an ongoing basis,
promptly, and in any event not less than 60 days
after Borrower obtains or acquires such additional
material copyright, file a registration application
with respect to each such unregistered additional
material copyright, and each such unregistered
additional material copyright of its subsidiaries,
with the Copyright Office. The date 60 days after
the date hereof with respect to such registration of
the currently unregistered material copyrights, and
the date 60 days after obtaining or acquiring any
additional material copyright with respect to the
registration of such copyright, is hereinafter
referred to as the "Registration Completion Date" for
any such copyright. A copyright will be considered
material (i) if Borrower derives any revenues in any
fiscal quarter in excess of $1,000,000 from such
copyright, (ii) if such copyright has a value in
excess of $1,000,000, (iii) if it consists of any
derivative work for which Borrower seeks compensation
or receives economic benefit in any fiscal quarter in
excess of $1,000,000 or if it otherwise involves a
significant improvement, enhancement or upgrade, or
(iv) if in connection with the sale or disposition of
such copyright the
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absence of such registration would materially
adversely affect the price or marketability thereof.
Until the Registration Completion Date for any such
copyright Borrower may request Loans notwithstanding
any noncompliance with Section 2(e) of the Security
Agreement in Copyrighted Works (the "Copyright
Security Agreement") between GBC and Borrower or the
applicable subsidiary as to any such copyright (which
Section 2(e) requires registration with the Copyright
Office of any copyright the sale, licensing or other
disposition of which results in any Receivable (a
"Copyright Receivable") with respect to which any Loan
is requested). Effective the Registration Completion
Date for any such copyright, no Loan request may be
made with respect to any Copyright Receivables if the
copyright giving rise to such Copyright Receivables
has not been so registered, except that if GBC has
received reasonably satisfactory evidence that a
registration application has been filed with respect
to such copyright prior to the applicable
Registration Completion Date, then Borrower may
request Loans with respect to the Copyright
Receivables arising from such copyright for an
additional 120 day period while the registration of
such copyright is pending, notwithstanding the
noncompliance with Section 2(e) of the Copyright
Security Agreement during the foregoing additional
120 day period with respect to such copyright.
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8. DORMANT SUBSIDIARIES REPRESENTATION
(Section 4): Borrower represents and warrants that as of the date
hereof each of its subsidiaries (other than
its Non-U.S. Subsidiaries and Inactive
Subsidiaries (as such terms are defined
below)) has entered into a subsidiary Security
Agreement (a "Security Agreement") and
a Continuing Guaranty (a Guaranty), each in
form and substance satisfactory to GBC. As
used herein, a "Non-U.S. Subsidiary" is a
subsidiary of Borrower which is organized
under the laws of a jurisdiction outside the
United States; and an "Inactive Subsidiary" is
a subsidiary of Borrower which is a shell
subsidiary, dormant or otherwise inactive
(provided that any subsidiary with assets in
excess of $50,000 shall not qualify as an
Inactive Subsidiary).
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9. ADDITIONAL SUBSIDIARIES COVENANT
(Section 5.8): (i) Borrower agrees that promptly after the
date Borrower incorporates, creates or
acquires any additional subsidiary (other
than any Non-U.S. Subsidiary and any
subsidiary at any time that it is an Inactive
Subsidiary) and, in any event, within five
Business Days following receipt by Borrower
from GBC of a security agreement
substantially in the form of the Security
Agreement delivered in connection herewith,
and a guaranty of the Obligations in
substantially the form of the Guaranty also
delivered in connection herewith, Borrower
shall cause such subsidiary to execute and
deliver such guaranty and security agreement
to GBC.
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(ii) Within five Business Days after the date
such subsidiary becomes a subsidiary,
Borrower shall cause such subsidiary to have
executed and filed any UCC-1 financing
statements furnished by GBC in each
jurisdiction in which such filing is
necessary to perfect the security interest of
GBC in the Collateral of such subsidiary and
in which GBC requests that such filing be
made. (iii) Additionally, Borrower and such
subsidiary shall have executed and delivered
to GBC such other items as reasonably
requested by GBC in connection with the
foregoing, including resolutions, incumbency
and officers' certificates, opinions of
counsel, search reports and other
certificates and documents.
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10. BAILEE LETTER COVENANT
(Section 5.8): Borrower agrees promptly, and in any event
not later than 60 days after the date hereof,
to deliver to GBC a fully executed Notice to
Bailee of Security Interest, in form and
substance satisfactory to GBC and its
counsel, with respect to Borrower's
Collateral at DiscCopy Labs.
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11. CERTAIN CONDITIONS PRECEDENT
The availability of Loans under the Credit
Limit set forth above with respect to the
Receivables of Irish Subsidiary shall be
subject to the condition precedent that GBC
shall have received each of the following, in
form and substance satisfactory to GBC and
its counsel:
(i) the Irish Subsidiary Security Agreement,
duly executed by GBC and Irish
Subsidiary;
(ii) a certificate of the Secretary or other
appropriate officer of the Irish
Subsidiary certifying (A) copies of the
constitutional documents of Irish
Subsidiary and the board resolutions and
other actions taken or adopted by Irish
Subsidiary authorizing the execution,
delivery and performance of the Irish
Documents, and (B) the incumbency,
authority and signatures of each officer
of Irish Subsidiary authorized to
execute and deliver the Irish Documents
and act with respect thereto;
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(iii) a favorable legal opinion of Irish
counsel to Irish Subsidiary as to
such matters as GBC may reasonably
request; and
(iv) evidence that all filings,
registrations and recordings have
been made in the appropriate
governmental offices, and all other
action has been taken, which shall
be necessary to create, in favor of
GBC, a perfected first priority
pledge of and security interest in
the Additional Collateral.
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BORROWER: GBC:
QUARTERDECK CORPORATION GREYROCK BUSINESS CREDIT,
BY_______________________________ A DIVISION OF NATIONSCREDIT
PRESIDENT OR VICE PRESIDENT COMMERCIAL CORPORATION
BY___________________________
TITLE________________________
BY_______________________________
SECRETARY OR ASS'T SECRETARY