EXHIBIT 10.18
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of December 4, 2003 and
effective as of November 5, 2003, by and between Optika, Inc. (the "Borrower")
and Silicon Valley Bank ("Bank").
1. DESCRIPTION OF EXISTING OBLIGATIONS: Among other Obligations which may be
owing by Borrower to Bank, Borrower is indebted to Bank pursuant to, among other
documents, an Amended and Restated Loan and Security Agreement, dated November
6, 2002, as may be amended from time to time (the "Loan Agreement"). The Loan
Agreement provides for, among other things, a Committed Revolving Line in the
original principal amount of Three Million Thousand Dollars ($3,000,000).
Defined terms used but not otherwise defined herein shall have the same meanings
as set forth in the Loan Agreement.
Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to as
the "Obligations."
2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by the
Collateral as described in the Loan Agreement.
Hereinafter, the above-described security documents and guaranties, together
with all other documents securing repayment of the Obligations shall be referred
to as the "Security Documents". Hereinafter, the Security Documents, together
with all other documents evidencing or securing the Obligations shall be
referred to as the "Existing Loan Documents".
3. DESCRIPTION OF CHANGE IN TERMS.
A. Modification(s) to Loan Agreement.
1. Paragraph "(a)" under Section 2.1.1 entitled
"Revolving Advances" is hereby amended to read as
follows:
Bank will make Advances not exceeding (i) the
Committed Revolving Line, minus (ii) the Cash
Management Services Sublimit, minus (iii) the amount
of all outstanding Letters of Credit (including drawn
but unreimbursed Letters of Credit), minus (iv) the
Foreign Exchange Reserve. Amounts borrowed under this
Section may be repaid and reborrowed during the term
of this Agreement.
2. Section 2.1.2 entitled "Letters of Credit Sublimit"
is hereby amended to read as follows:
Bank will issue or have issued Letters of Credit for
Borrower's account not exceeding (i) the Committed
Revolving Line minus (ii) the outstanding principal
balance of the Advances minus the Cash Management
Sublimit; however, the face amount of outstanding
Letters of Credit (including drawn but unreimbursed
Letters of Credit) may not exceed $1,500,000. Each
Letter of Credit will have an expiry date of no later
than 180 days after the Revolving Maturity Date, but
Borrower's reimbursement obligation will be secured
by cash on terms acceptable to Bank at any time after
the Revolving Maturity Date if the term of this
Agreement is not extended by Bank. Borrower agrees to
execute any further documentation in connection with
the Letters of Credit as Bank may reasonably request.
3. Section 2.1.3 entitled "Cash Management Services
Sublimit" is hereby amended to read as follows:
Borrower may use up to $1,500,000 for Bank's Cash
Management Services, which may include merchant
services, direct deposit of payroll, business credit
card, and check cashing services identified in
various cash management services agreements related
to such services (the "Cash Management Services").
All amounts Bank pays for any Cash Management
Services will be treated as Advances under the
Committed Revolving Line.
4. The following Section is hereby incorporated into the
Loan Agreement:
2.1.4 Foreign Exchange Sublimit.
If there is availability under the Committed
Revolving Line and the Borrowing Base, then Borrower
may enter in foreign exchange forward contracts with
the Bank under which Borrower commits to purchase
from or sell to Bank a set amount of foreign currency
more than one business day after the contract date
(the "FX Forward Contract"). Bank will subtract 10%
of each outstanding FX Forward Contract from the
foreign exchange sublimit which is a maximum of
$1,500,000 (the "FX Sublimit"). The total FX Forward
Contracts at any one time may not exceed 10 times the
amount of the FX Sublimit. Bank may terminate the FX
Forward Contracts if an Event of Default occurs.
5. Section 2.2 entitled "Overadvances" is hereby amended
to read as follows:
If Borrower's Obligations under Section 2.1.1, 2.1.2,
2.1.3 and 2.1.4 exceed the Committed Revolving Line,
Borrower must immediately pay in cash to Bank the
excess. In addition, at not time shall the aggregate
outstanding Obligations under 2.1.2, 2.1.3 and 2.1.4
exceed $1,500,000.
6. The following term as defined in Section 13.1
entitled "Definitions" is hereby amended to read as
follows:
"Revolving Maturity Date" is November 4, 2004.
4. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.
5. NO DEFENSES OF BORROWER. Borrower (and each guarantor and pledgor signing
below) agrees that, as of the date hereof, it has no defenses against paying any
of the Obligations.
6. PAYMENT OF LOAN FEE. Borrower shall pay Bank a fee in the amount of Fifteen
Thousand Dollars ($15,000) ("Loan Fee") plus all out-of-pocket expenses.
7. CONTINUING VALIDITY. Borrower (and each guarantor and pledgor signing below)
understands and agrees that in modifying the existing Indebtedness, Bank is
relying upon Borrower's representations, warranties, and agreements, as set
forth in the Existing Loan Documents. Except as expressly modified pursuant to
this Loan Modification Agreement, the terms of the Existing Loan Documents
remain unchanged and in full force and effect. Bank's agreement to modifications
to the existing Obligations pursuant to this Loan Modification Agreement in no
way shall obligate Bank to make any future modifications to the Obligations.
Nothing in this Loan Modification Agreement shall constitute a satisfaction of
the Obligations. It is the intention of Bank and Borrower to retain as liable
parties all makers and endorsers of Existing Loan Documents, unless the party is
expressly released by Bank in writing. Unless expressly released herein, no
maker, endorser, or guarantor will be released by virtue of this Loan
Modification Agreement. The terms of this paragraph apply not only to this Loan
Modification Agreement, but also to all subsequent loan modification agreements.
8. CONDITIONS. The effectiveness of this Loan Modification Agreement is
conditioned upon payment of the Loan Fee.
This Loan Modification Agreement is executed as of the date first
written above.
BORROWER: BANK:
OPTIKA, INC. SILICON VALLEY BANK
By: By:
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Name: Name:
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Title: Title:
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(SILICON VALLEY BANK LOGO)
SILICON VALLEY BANK
PRO FORMA INVOICE FOR LOAN CHARGES
BORROWER: OPTIKA, INC.
LOAN OFFICER: ▇▇▇▇▇ ▇▇▇▇▇▇▇
DATE: DECEMBER 4, 2003
LOAN FEE $15,000.00
DOCUMENTATION FEE 250.00
TOTAL FEE DUE $15,250.00
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PLEASE INDICATE THE METHOD OF PAYMENT:
{ } A CHECK FOR THE TOTAL AMOUNT IS ATTACHED.
{ } DEBIT DDA # __________________ FOR THE TOTAL AMOUNT.
{ } LOAN PROCEEDS
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BORROWER (DATE)
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SILICON VALLEY BANK (DATE)
ACCOUNT OFFICER'S SIGNATURE
