Amendment to Loan and Security Agreement between Silicon Valley Bank and Adept Technology, Inc. (August 15, 2006)

Summary

This amendment updates the loan agreement between Silicon Valley Bank and Adept Technology, Inc., extending the maturity date to August 14, 2007 and modifying key terms. The credit limit is set at $5 million, with specific rules for different types of loans and foreign exchange contracts. Adept Technology must maintain a minimum tangible net worth and keep its primary operating accounts with the bank. A $20,000 non-refundable fee is required for this amendment. All other terms of the original agreement remain in effect.

EX-10.1 2 a5212496ex10-1.txt EXHIBIT 10.1 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"); 1 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; 2 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: 3 (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: 4 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 5 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/ Robert H. Bucher By: /s/ Chris Hill President or Vice President Title: Sr. Vice President By: /s/ Steven L. Moore Secretary or Ass't Secretary Date: 8/15/06 Date: 8/15/06 6 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/ Steven L. Moore By: /s/ Steven L. Moore Title: Secretary Title: Secretary Adept Technology International Ltd. Adept Technology Canada Holding Company By: /s/ Steven L. Moore By: /s/ Steven L. Moore Title: Secretary Title: Secretary Adept Global Technologies By: /s/ Steven L. Moore Title: Secretary 7