Exhibit 10.11
Silicon Valley Bank
Amendment to Loan Documents
Borrower: Entrada Networks, Inc.
Rixon Networks, Inc. (fka Entrada Networks-AJ, Inc.)
Sync Research, Inc.
▇▇▇▇▇▇ ▇▇▇▇▇ Networks, Inc.
Date: March 20, 2003
THIS AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley
Bank ("Silicon") and the borrower named above ("Borrower").
The Parties agree to amend the Loan and Security Agreement between them,
dated February 20, 2001 (as otherwise amended, if at all, the "Loan Agreement"),
as follows, 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. Consent to Prepayment of HandsOn Ventures, LLC Subordinated Debt.
Reference is made to that certain Subordination Agreement (Debt and Security
Interest) dated January 22, 2002 and executed by HandsOn Ventures, LLC in favor
of Silicon (the "HandsOn Subordination Agreement"). The Borrower has advised
Silicon that the Borrower desires to prepay the remainder of the Subordinated
Debt (as defined in the HandsOn Subordination Agreement), which amount is
$250,000 (the "HandsOn Prepayment"). The Borrower is prohibited from making the
HandsOn Prepayment pursuant to the terms of the HandsOn Subordination Agreement.
Silicon hereby consents to the Borrower making the HandsOn Prepayment. The
Borrower covenants and agrees to cause HandsOn Ventures, LLC to, within ten days
of the date of this Amendment, provide to Borrower or Silicon a written
authorization to terminate all UCC Financing Statements signed, or authorized,
by Borrower and filed in favor of HandsOn Ventures, LLC. It is understood by the
parties hereto, however, that such consent does not constitute a waiver of or
consent to any other provision or term of the Loan Agreement or any related
document (including, without limitation, the HandsOn Subordination Agreement),
nor an agreement to waive in the future these covenants or any other provision
or term of the Loan Agreement or any related document.
2. Modified Credit Limit. Section 1 of the Schedule, entitled "Credit
Limit", is hereby amended to read as follows:
1. CREDIT LIMIT
(Section 1.1): An amount equal to the sum of 1 and 2 below:
1. Revolving Loans. An amount not to exceed the
lesser of: (i) $2,000,000 at any one time
outstanding (the "Maximum Credit Limit") or (ii)
1
80% of the amount of the Eligible Receivables (as
defined in Section 8 above).
Loans, if any, will be made to each Borrower
based on the Eligible Receivables of each
Borrower, subject to the Maximum Credit Limit set
forth above for all Loans to all Borrowers
combined.
plus
2. Cash Secured Letter of Credit No. 1. $300,000.
Silicon previously issued for the account of
Borrower a Standby Letter of Credit in the
amount of $300,000 (the "Standby Letter of Credit
No. 1"), which Standby Letter of Credit is
secured by a certificate of deposit pledged to
Silicon on Silicon's standard form documentation.
3. Fee. In consideration for Silicon entering into this Amendment, Borrower
shall concurrently pay Silicon a fee in the amount of $1,000.00, 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.
4. 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.
5. 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
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:
ENTRADA NETWORKS, INC. SILICON VALLEY BANK
By /s/▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇, PhD. By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------- ----------------------------------
President or Vice President Title Vice President
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, PhD.
---------------------------------
Secretary or Ass't Secretary
2
Borrower: Borrower:
RIXON NETWORKS, INC. SYNC RESEARCH, INC.
By /s/▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇, PhD. By /s/▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇, PhD.
------------------------------------- -----------------------------------
President or Vice President President or Vice President
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, PhD. By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, PhD.
---------------------------------- --------------------------------
Secretary or Ass't Secretary Secretary or Ass't Secretary
Borrower:
▇▇▇▇▇▇ ▇▇▇▇▇ NETWORKS, INC.
By /s/▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇, PhD.
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President or Vice President
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, PhD.
---------------------------------
Secretary or Ass't Secretary
3