Amendment to Loan and Security Agreement between Silicon Valley Bank and Microlog Corporation (April 21, 2000)

Summary

This amendment updates the loan agreement between Silicon Valley Bank and Microlog Corporation (including its Maryland entity). It changes the maturity date to March 24, 2001, revises the interest rate to Prime Rate plus 2%, and adjusts collateral monitoring fees. The borrowers must give 30 days' notice before requesting a new loan, and must issue a warrant to Silicon Valley Bank for shares if a new loan is made. All other terms of the original agreement remain in effect. Systems Financial, as guarantor, consents to these changes.

EX-10.1 2 0002.txt EXHIBIT 10.1 SILICON VALLEY BANK AMENDMENT TO LOAN DOCUMENTS BORROWERS: MICROLOG CORPORATION MICROLOG CORPORATION OF MARYLAND DATE: APRIL 21, 2000 THIS AMENDMENT TO LOAN DOCUMENTS is entered into between SILICON VALLEY BANK ("Silicon") and the borrowers named above (jointly and severally, "Borrower"). The Parties agree to amend the Loan and Security Agreement between them, dated March 24, 1999 (as previously amended, 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. ELIMINATION OF AUTOMATIC RENEWAL OF MATURITY DATE. Section 6.1 of the Loan Agreement is hereby amended in its entirety to read as follows: "6.1 MATURITY DATE. This Agreement shall continue in effect until the maturity date set forth on the Schedule (the "Maturity Date")." 2. INTEREST RATE. Section 2 of the Schedule is hereby amended in its entirety to read as follows: "2. INTEREST. INTEREST RATE (Section 1.2): A rate equal to the "Prime Rate" in effect from time to time, plus 2.0% per annum. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed. "Prime Rate" means the rate announced from time to time by Silicon as its "prime rate"; it is a base rate upon which other rates charged by Silicon are based, and it is not necessarily the best rate available at Silicon. The interest rate applicable to the Obligations shall change on each date there is a change in the Prime Rate. 1 MINIMUM MONTHLY INTEREST (Section 1.2): $2,000." 3. FEES. Section 3 of the Schedule is hereby amended in its entirety to read as follows: "3. FEES (Section 1.4): Collateral Monitoring Fee: (i) With respect to any calendar month in which the balance of outstanding Obligations is zero at all times during such month, $500; and (ii) With respect to any other calendar month, $1,000. The Collateral Monitoring Fee shall be payable in arrears, and shall be prorated for any partial calendar month at the beginning and at termination of this Agreement." 4. NEW MATURITY DATE. Section 4 of the Schedule is hereby amended in its entirety to read as follows: "4. MATURITY DATE (Section 6.1): March 24, 2001, subject to early termination as provided in Section 6.2 above." 5. 30-DAY NOTICE OF REQUEST FOR LOANS. Notwithstanding any other term or condition of the Loan Agreement, Borrower hereby agrees to provide Silicon at least 30 days' prior written notice of Borrower's first request for a Loan subsequent to the date of this Amendment, and Silicon shall have no obligation to make any Loan unless and until Borrower has complied with such notice requirement. 6. WARRANT. Borrower hereby agrees that, within 30 days after Silicon makes its first Loan to Borrower subsequent to the date of this Amendment, Borrower shall provide Silicon with a five-year warrant (the "Warrant") to purchase a sufficient number of shares of common stock of Borrower (the "Number of Shares"), at a sufficient price per share (the "Warrant Price"), so that the product of the Warrant Price multiplied by the Number of Shares is equal to at least two percent (2.0%) of the Maximum Credit Limit in effect on the date of issuance of the Warrant (the "Issue Date"). The terms of the Warrant shall be set forth in a Warrant to Purchase Stock and related documents (including but not limited to a weighted average Anti-Dilution Agreement and a Registration Rights Agreement which grants registration rights if the shares issued upon exercise of the Warrant are not then eligible for resale under rule 144 of the Securities Act of 1933), without regard to volume restriction, which documents shall be customary and reasonable for transactions of this nature and shall be acceptable to Silicon Valley in its discretion. The Warrant shall be deemed fully earned on the Issue Date, and shall be in addition to all interest and other fees. The forms of documentation required pursuant to this section shall be finalized 2 and agreed upon prior to the date of the first Loan to Borrower subsequent to the date of this Amendment. 7. 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. 8. 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: MICROLOG CORPORATION SILICON VALLEY BANK BY____________________________ BY__________________________ PRESIDENT OR VICE PRESIDENT TITLE_______________________ BY____________________________ SECRETARY OR ASS'T SECRETARY BORROWER: MICROLOG CORPORATION OF MARYLAND BY____________________________ PRESIDENT OR VICE PRESIDENT BY____________________________ SECRETARY OR ASS'T SECRETARY 3 CONSENT The undersigned guarantor acknowledges that its 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. The Continuing Guaranty by the undersigned and the Borrowers, and any and all other documents and agreements of the undersigned in favor of Silicon shall continue in full force and effect and the same are hereby ratified and affirmed. SYSTEMS FINANCIAL By_______________________________ Title_____________________________ 4