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Exhibit 4.3(c)
LANVISION SYSTEMS, INC.
AMENDMENT TO LOAN AGREEMENT
AMENDMENT TO LOAN AGREEMENT
THIS AMENDMENT TO LOAN AGREEMENT ("Amendment") is executed pursuant to
and is made a part of the Loan and Security Agreement dated July 17, 1998, by
and between LANVISION SYSTEMS, INC., a Delaware corporation ("Borrower"), and
THE HILLSTREET FUND, L.P., a Delaware limited partnership ("Lender"), as amended
by letter agreements dated March 18, 1999, April 12, 1999 and September 14, 1999
(as amended, the "Loan Agreement").
WHEREAS, LanVision, Inc., an Ohio corporation and wholly-owned
subsidiary of Borrower ("Seller"), has entered into a certain Asset Purchase
Agreement with Smart Professional Photocopy Corporation, a California
corporation ("Smart"), dated as of January 20, 2000 (the "Purchase Agreement")
pursuant to which Seller shall sell to Smart a certain Data Center (as defined
in the Purchase Agreement) currently operated and maintained by Seller (the
"Sale Transaction");
WHEREAS, Borrower desires to obtain the consent of Lender to the Sale
Transaction in accordance with the terms of the Purchase Agreement and the Loan
Agreement;
WHEREAS, Borrower and Lender wish to further amend the Loan Agreement
in accordance with the terms and provisions hereof.
NOW, THEREFORE, the parties agree as follows:
Consent to Sale Transaction. Lender hereby consents to the Sale
Transaction in accordance with the terms of the Purchase Agreement.
Waiver. Lender hereby agrees to waive Borrower's compliance with the
following covenant set forth in the letter agreement dated September 14, 1999:
"For the period August 1, 1999 through January 31, 2000, LanVision will execute
new software license contracts, either directly or indirectly, through
LanVision's distribution partners, with a net software value to LanVision
of at least One Million Five Hundred Thousand and 00/100 Dollars
($1,500,000.00)."
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Amendments to Loan Agreement. The following amendments shall be made to
the terms of the Loan Agreement:
Definitions. Section 1.1 of the Loan Agreement shall be amended to add
the following definitions:
"EBIT" for any period shall mean, without duplication (i) net income
(or net loss) of the Borrower for such period determined in accordance
with GAAP; plus (ii) for such period any Interest Expense deducted in
the determination of net income; plus (iii) any income and franchise
taxes paid in cash and included in the determination of net income.
"Interest Expense" means, for any period, the total amount of all
charges for the use of funds (whether characterized as interest, debt
service or otherwise) payable during such period with respect to all
Indebtedness for borrowed money of Borrower for such period.
"Sale Transaction" means the transactions contemplated by that certain
Asset Purchase Agreement between LanVision, Inc. and Smart Professional
Photocopy Corporation dated as of January 20, 2000.
Proceeds from Sale Transaction. A new Section 5.18 shall be added to
the Loan Agreement to read as follows:
"Section 5.18 Proceeds from Sale Transaction. Borrower shall apply, or
cause to be applied, the Net Proceeds received from the Sale
Transaction, to increase the minimum cash balance and investment
requirements contained in Section 6.7 of the Loan Agreement. For
purposes of this Section 5.18, "Net Proceeds" shall mean the gross cash
proceeds received from the Sale Transaction less the following
transaction costs: (a) fees and costs in the approximate amount of
Sixty-Three Thousand and 00/100 Dollars ($63,000.00) related to the
Oracle software license, (b) the reasonable fees and costs of attorneys
in the approximate amount of Sixty Thousand and 00/100 Dollars
($60,000.00), and (c) other fees and expenses, if any, separately
agreed to by Lender, not to exceed the amount of Seventy-Five Thousand
and 00/100 Dollars ($75,000.00)."
Minimum Revenues and EBIT. Section 6.4 of the Loan Agreement shall be
amended in its entirety to read as follows:
"Section 6.4 Minimum Revenues and EBIT.
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(a) Minimum Revenues. On each Computation Date set forth
below, the Borrower shall not permit its total cumulative revenues
(calculated for the period of time beginning on February 1, 2000
through such Computation Date) to be less than the minimum amount set
forth below:
MINIMUM
COMPUTATION DATE CUMULATIVE REVENUES
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April 30, 2000 $ 1,800,000.00
July 31, 2000 $ 5,000,000.00
October 31, 2000 $ 8,000,000.00
January 31, 2001 $11,000,000.00
(b) Minimum EBIT. On each Computation Date set forth below,
the Borrower shall not permit its total cumulative EBIT (calculated for
the period of time beginning on February 1, 2000 through such
Computation Date) to be less than the minimum amount set forth below:
MINIMUM
COMPUTATION DATE CUMULATIVE EBIT
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April 30, 2000 ($1,000,000.00)
July 31, 2000 ($ 700,000.00)
October 31, 2000 Break Even
January 31, 2001 $ 500,000.00
Borrower and Lender shall amend this Agreement on or before February
28, 2001, to provide covenant compliance (at minimum levels acceptable
to Lender) under Sections 6.4(a) and 6.4(b) above for April 30, 2001
and each Computation Date thereafter."
Net Worth. Section 6.5 of the Loan Agreement shall be amended in its
entirety to read as follows:
"Section 6.5 Net Worth. At all times during the term of this Agreement,
Borrower shall maintain a minimum Net Worth of Two Million and 00/100
Dollars ($2,000,000.00)."
Minimum Cash and Investments. Section 6.7 of the Loan Agreement shall
be amended in its entirety to read as follows:
"Section 6.7 Minimum Cash and Investments. The Borrower shall at all
times maintain on its balance sheet total cash and investments (as
described in Section 6.10(b)) of at least Two Million Seven Hundred
Thousand and 00/100 Dollars ($2,700,000.00); provided, that upon
consummation of the Sale Transaction, Borrower shall at all times
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thereafter maintain on its balance sheet total cash and investments (a
described in Section 6.10(b)) of at least Four Million Four Hundred
Thousand and 00/100 Dollars ($4,400,000.00) and as increased by any
cash payments received by Borrower under that certain Promissory Note
from Smart beginning with the first monthly installment due thereunder
on March 1, 2000."
Reaffirmation of Covenants, Representations and Warranties. Borrower
hereby agrees and covenants that all representations and warranties in the Loan
Agreement including, without limitation, all of those representations and
warranties set forth in Article 4, are true and accurate as of the date hereof.
Borrower further reaffirms all covenants in the Loan Agreement and reaffirms
each of the covenants set forth in Articles 5 and 6 thereof, as if fully set
forth herein, except to the extent modified by this Amendment.
Remainder of page intentionally left blank. Signature page follows.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Loan Agreement as of the 11th. day of February, 2000.
LENDER: BORROWER:
THE HILLSTREET FUND, L.P. LANVISION SYSTEMS, INC.
By: HillStreet Capital, Inc.
Its: Investment Manager By: / s / J. ▇▇▇▇▇ ▇▇▇▇▇
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J. ▇▇▇▇▇ ▇▇▇▇▇, President and
Chief Executive Officer
By: / s / ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
Date: Date: 2/11/00