EXHIBIT 10.9
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of March 12, 2002, by and
between Corillian Corporation ("Borrower") and Silicon Valley Bank ("Bank").
1. DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which may be
owing by Borrower to Bank, Borrower is indebted to Bank pursuant to, among other
documents, a Loan and Security Agreement, dated November 9, 2000, as may be
amended from time to time, (the "Loan Agreement"). The Loan Agreement provided
for, among other things, a Committed Equipment Line in the original principal
amount of Five Million Dollars ($5,000,000). 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 "Indebtedness."
2. DESCRIPTION OF COLLATERAL. Repayment of the Indebtedness is secured by the
Collateral as described in the Loan Agreement. In addition, Borrower has agreed
not to encumber any of its Intellectual Property pursuant to that certain
Negative Pledge Agreement, dated November 9, 2000.
Hereinafter, the above-described security documents and guaranties, together
with all other documents securing repayment of the Indebtedness shall be
referred to as the "Security Documents". Hereinafter, the Security Documents,
together with all other documents evidencing or securing the Indebtedness shall
be referred to as the "Existing Loan Documents".
3. DESCRIPTION OF CHANGE IN TERMS.
A. Modification(s) to Loan Agreement.
1. Sub-letter (e) under Section 6.2 entitled "Financial Statements,
Reports, Certificates" are hereby incorporated to read as
follows:
(e) Borrower will deliver to Bank, as soon as available, but no
later than 45 days after the last day of each month, (i) a
company prepared consolidated and consolidating balance sheet and
income statement covering Borrower's consolidated and
consolidating operations during the period; and (ii) a Compliance
Certificate signed by a Responsible Officer in the form of
Exhibit D.
2. Section 6.6 entitled "Deposit/Investment Account" is hereby
amended in its entirety to read as follows:
Borrower will exercise their best efforts to maintain a deposit
or investment account with Bank in a minimum amount of
$4,000,000. Failure to maintain such account shall not constitute
an Event a Default.
2. Sub-section (i) and Sub-section (ii) under Section 6.7 entitled
"Financial Covenants" are hereby amended to read as follows:
Borrower will maintain as of the last day of each month:
(i) Adjusted Quick Ratio. A ratio of Quick Assets to Current
Liabilities, less deferred revenue plus the long-term
portion of all outstanding Equipment Advances, of at least
1.40 to 1.00 for the month ending March 31, 2002 and each
month ending thereafter. Upon Borrower maintaining a Debt
Service Coverage Ratio of 2.00 to 1.00 for two consecutive
quarters, the long-term portion of all Equipment Advances
will be eliminated from the calculation of
the Adjusted Quick Ratio. Concurrently, Borrower shall
comply with a Debt Service Coverage Ratio covenant as
defined below.
(ii) Tangible Net Worth. A Tangible Net Worth of at least
$15,000,000 plus 50% of new equity for the month ending
March 31, 2002 and each month ending thereafter.
4. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.
5. NO DEFENSES OF BORROWER. Borrower agrees that, as of the date hereof, it
has no defenses against the obligations to pay any amounts under the
Indebtedness.
6. PAYMENT OF LOAN FEE. Borrower shall pay Bank a fee in the amount of Five
Thousand Dollars ($5,000.00) ("Loan Fee") plus all out-of-pocket expenses.
7. CONTINUING VALIDITY. Borrower 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 Indebtedness pursuant to this
Loan Modification Agreement in no way shall obligate Bank to make any future
modifications to the Indebtedness. Nothing in this Loan Modification Agreement
shall constitute a satisfaction of the Indebtedness. 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:
CORILLIAN CORPORATION SILICON VALLEY BANK
By: By:
--------------------------------- ---------------------------------
Name: Name:
------------------------------- -------------------------------
Title: Title:
------------------------------ ------------------------------
[SILICON VALLEY BANK LOGO]
SILICON VALLEY BANK
PRO FORMA INVOICE FOR LOAN CHARGES
BORROWER: CORILLIAN CORPORATION
LOAN OFFICER: ▇▇▇ ▇. ▇▇▇▇▇▇▇
DATE: MARCH 12, 2002
LOAN FEE $5,000.00
DOCUMENTATION FEE $250.00
TOTAL FEE DUE $5,250.00
------------- ---------
PLEASE INDICATE THE METHOD OF PAYMENT:
{ } A CHECK FOR THE TOTAL AMOUNT IS ATTACHED.
{ } DEBIT DDA # FOR THE TOTAL AMOUNT.
------------------------------
{ } LOAN PROCEEDS
----------------------------------------
BORROWER (DATE)
----------------------------------------
SILICON VALLEY BANK (DATE)
ACCOUNT OFFICER'S SIGNATURE
EXHIBIT D
COMPLIANCE CERTIFICATE
TO: SILICON VALLEY BANK
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
FROM: CORILLIAN CORPORATION
The undersigned authorized officer of Corillian Corporation ("Borrower")
certifies that under the terms and conditions of the Loan and Security Agreement
between Borrower and Bank (the "Agreement"), (i) Borrower is in complete
compliance for the period ending ________ with all required covenants except as
noted below and (ii) all representations and warranties in the Agreement are
true and correct in all material respects on this date. Attached are the
required documents supporting the certification. The Officer certifies that
these are prepared in accordance with Generally Accepted Accounting Principles
(GAAP) consistently applied from one period to the next except as explained in
an accompanying letter or footnotes. The Officer acknowledges that no borrowings
may be requested at any time or date of determination that Borrower is not in
compliance with any of the terms of the Agreement, and that compliance is
determined not just at the date this certificate is delivered.
PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN.
REPORTING COVENANT REQUIRED COMPLIES
------------------ -------- --------
Consolidated and Consolidated
financial statements & CC(1) Monthly within 45 days Yes No
Annual (Audited) financial statements FYE within 120 days Yes No
Quarterly 10Q report & CC Quarterly within 5 days of filing Yes No
Annual 10K report & CC Annually within 5 days of filing Yes No
All other SEC filings than 10Q & 10K Within 5 days of filing Yes No
FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES
------------------ -------- ------ --------
Maintain on a Monthly Basis:
Minimum Quick Ratio (Adjusted) 1.40:1.00 for 3/31/02(2)
and thereafter :1.00 Yes No
-----
Minimum Tangible Net Worth $15,000,000 plus 50% of
new equity for 3/31/02
and thereafter $ Yes No
---------
Minimum Debt Service Coverage Ratio 2.00:1.00(2) :1.00 Yes No
----------
1. Company prepared consolidated and consolidating financial statements.
2. Once Borrower has maintained a Debt Service Coverage Ration of 2.00 to 1.00
for two consecutive quarters, the Adjusted Quick Ratio will be amended to
eliminate the long-term portion of all Equipment Advances. Concurrently, a Debt
Service Coverage Ratio covenant of 2.00 to 1.00 WILL be implemented.
Borrower only has deposit accounts located at the following institutions:
----------------------------------------------------------.
COMMENTS REGARDING EXCEPTIONS: See Attached.
Sincerely, BANK USE ONLY
Received by:
---------------------------
CORILLIAN CORPORATION AUTHORIZED SIGNER
Date:
----------------------------------
-----------------------------------
SIGNATURE Verified:
------------------------------
AUTHORIZED SIGNER
-----------------------------------
TITLE Date:
----------------------------------
-----------------------------------
DATE Compliance Status: Yes No