EXHIBIT 10.1
Silicon Valley Bank
Amendment to Loan Documents
Borrower: Adept Technology, Inc.
Date: August 15, 2006
THIS AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley
Bank ("Silicon") and the borrower named above ("Borrower").
The Parties agree that the Loan and Security Agreement between them, dated
April 22, 2004 (as otherwise amended, if at all, the "Loan Agreement") be
extended beyond the maturity date stated in the Schedule to Loan and Security
Agreement and remain in existence through and as of the date entered into by the
parties hereto and be amended, as follows, effective as of August 15, 2006.
(Capitalized terms used but not defined in this Amendment, shall have the
meanings set forth in the Loan Agreement.)
1. Modified Credit Limit. Section 1 of the Schedule to Loan and Security
Agreement is hereby amended in its entirety to read as follows:
1. CREDIT LIMIT
(Section 1.1): An amount not to exceed the following:
(A) the lesser of:
(i) $5,000,000 at any one time
outstanding (the "Maximum Credit
Limit"); or
(ii) the sum of the following:
(a) Accounts Loans. Loans (the
"Accounts Loans") in a total
amount outstanding at any
time not to exceed 80% (an
"Advance Rate") of the
amount of Borrower's
Eligible Accounts (as
defined in Section 8 above)
(the "Borrowing Base");
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plus
(b) Overadvance Loans. Silicon
may, in its sole and
absolute discretion, make
Loans to Borrower from time
to time which exceed the
limitations on borrowing
against Eligible Accounts as
set forth in subparagraph
(a) above (the "Overadvance
Loans"). The aggregate
outstanding Overadvance
Loans shall not at anytime
exceed the lesser of:
(1) $1,000,000; or
(2) 30% (an "Advance
Rate") of the amount
of Borrower's Eligible
Accounts (as defined
in Section 8 above).
Moreover, the aggregate
outstanding Loans shall not
at anytime exceed the
Maximum Credit Limit.
plus
(c) Foreign Accounts. Foreign
Accounts (that are otherwise
Eligible Accounts except for
the Account Debtor being
located outside the United
States or Canada and which
have not been pre-approved
by Silicon in writing, are
not backed by a letter of
credit satisfactory to
Silicon or are not FCIA
insured satisfactory to
Silicon) up to a maximum of
25% of the Borrowing Base;
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plus
(d) Non-Formula Loans. Loans in
the aggregate not to exceed
$3,000,000 provided that
Loans under this subclause
(ii)(d) shall only be
available to Borrower as
long as Borrower maintains
unrestricted cash (excluding
any Accounts Loans made
under this Agreement) in
accounts maintained at
Silicon plus availablity
under subclause (ii)(a)
above in an amount equal to
at least 1.5 times the
outstanding principal amount
of the Non-Formula Loans;
minus
(B) the amount of all outstanding Letters of
Credit (including drawn but unreimbursed
Letters of Credit), and minus the FX Reserve.
Accounts Loans and the Overadvance Loans are
"Loans" for all purposes of this Agreement.
Silicon may, from time to time, modify the
Advance Rates, in its good faith business
judgment, upon notice to the Borrower, based
on changes in collection experience with
respect to Accounts or other issues or factors
relating to the Accounts or other Collateral.
Letter of Credit
Sublimit
(Section 1.6): The lesser of:
(A) $3,500,000, minus the FX Reserve; or
(B) an amount equal to (i) the lesser of the
Maximum Credit Limit or the Borrowing
Base, minus (ii) the FX Reserve, and
minus (iii) all outstanding Loans.
Foreign Exchange
Contract Sublimit: The lesser of:
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(A) $3,500,000, minus the amount of all
outstanding Letters of Credit (including
drawn but unreimbursed Letters of
Credit): or
(B) an amount equal to (i) the lesser of the
Maximum Credit Limit or the Borrowing
Base, minus (ii) the amount of all
outstanding Letters of Credit (including
drawn but unreimbursed Letters of
Credit), and minus (iii) all outstanding
Loans.
FX Reserve: Borrower may enter into foreign exchange
forward contracts with Silicon, on its
standard forms, under which Borrower
commits to purchase from or sell to
Silicon a set amount of foreign currency
more than one business day after the
contract date (the "FX Forward
Contracts"); provided that (1) at the
time the FX Forward Contract is entered
into Borrower has Loans available to it
under this Agreement in an amount at
least equal to 10% of the amount of the
FX Forward Contract; and (2) the total
FX Forward Contracts at any one time
outstanding may not exceed 10 times the
amount of the FX Sublimit set forth
above. The "FX Reserve" shall be a
reserve (which shall be in addition to
all other reserves) in an amount equal
to 10% of the total FX Forward Contracts
from time to time outstanding. Silicon
may, in its discretion, terminate the FX
Forward Contracts at any time that an
Event of Default occurs and is
continuing. Borrower shall execute all
standard form applications and
agreements of Silicon in connection with
the FX Forward Contracts, and without
limiting any of the terms of such
applications and agreements, Borrower
shall pay all standard fees and charges
of Silicon in connection with the FX
Forward Contracts.
2. Modified Maturity Date. Section 4 of the Schedule to Loan and Security
Agreement is hereby amended in its entirety to read as follows:
4. MATURITY DATE
(Section 6.1): August 14, 2007
3. Modified Minimum Tangible Net Worth Financial Covenant. The Minimum
Tangible Net Worth Financial Covenant set forth in Section 5 of the Schedule to
Loan and Security Agreement is hereby amended to read as follows:
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Minimum Tangible
Net Worth: Borrower shall maintain a Tangible Net
Worth of not less than $19,000,000 plus
(i) 40% of all consideration received on
or after June 30, 2006 for equity
securities and subordinated debt of the
Borrower, plus (ii) 25% of the
Borrower's net income in each fiscal
quarter ending on or after June 30,
2006. Increases in the Minimum Tangible
Net Worth Covenant based on
consideration received for equity
securities and subordinated debt of the
Borrower shall be effective as of the
end of the month in which such
consideration is received, and shall
continue effective thereafter. Increases
in the Minimum Tangible Net Worth
Covenant based on net income shall be
effective on the last day of the fiscal
quarter in which said net income is
realized, and shall continue effective
thereafter. In no event shall the
Minimum Tangible Net Worth Covenant be
decreased.
4. Modified Banking Relationship. Section 8(1) of the Schedule to Loan
and Security Agreement is hereby amended to read as follows:
(1) Banking Relationship. Borrower shall at all times during the
term of this Agreement maintain its primary operating deposit accounts
with Silicon. Without limiting the generality of the foregoing,
Silicon shall be permitted to seek to have Borrower maintain up to all
of its total cash and investments held domestically on deposit with
Silicon; provided, however, other than its primary operating deposit
accounts, Borrower is not obligated to agree to do so. As to any
Deposit Accounts and investment accounts maintained with another
institution, Borrower shall cause such institution, within 30 days
after the date of this Agreement, to enter into a control agreement in
form acceptable to Silicon in its good faith business judgment in
order to perfect Silicon's first-priority security interest in said
Deposit Accounts and investment accounts.
5. Fee. In consideration for Silicon entering into this Amendment,
Borrower shall concurrently pay Silicon a fee in the amount of $20,000, which
shall be non-refundable and in addition to all interest and other fees payable
to Silicon under the Loan Documents. Silicon is authorized to charge said fee to
Borrower's loan account.
6. 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.
7. 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
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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:
ADEPT TECHNOLOGY, INC. SILICON VALLEY BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇
President or Vice President Title: Sr. Vice President
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Secretary or Ass't Secretary
Date: 8/15/06 Date: 8/15/06
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CONSENT
The undersigned acknowledges that his 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 and
to all future modifications and amendments thereto, and any termination thereof,
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 of the undersigned, all of which
are hereby ratified and affirmed.
Adept Technology Holdings, Inc. Adept Technology Canada Company
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Secretary Title: Secretary
Adept Technology International Ltd. Adept Technology Canada Holding
Company
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Secretary Title: Secretary
Adept Global Technologies
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Secretary
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