Amendment to Loan and Security Agreement between Onyx Software Corporation and Silicon Valley Bank (March 4, 2002)

Summary

This amendment updates the financial covenant terms in the existing Loan and Security Agreement between Onyx Software Corporation and Silicon Valley Bank. It changes the required minimum tangible net worth amounts that Onyx must maintain at specific dates throughout 2002. All other terms of the original loan agreement remain unchanged. Both parties confirm that all representations and warranties in the original agreement are still accurate and in effect.

EX-10.1 3 dex101.txt AMENDMENT TO LOAN DOCUMENTS DATED MARCH 4, 2002 Exhibit 10.1 -------------------------------------------- Silicon Valley Bank AMENDMENT TO LOAN DOCUMENTS Borrower: Onyx Software Corporation Date: March 4, 2002 THIS AGREEMENT 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 14, 2002 (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. Modified Tangible Net Worth Financial Covenant. The Minimum Tangible Net Worth Financial Covenant set forth in that portion of the Schedule to Loan and Security Agreement entitled "5. FINANCIAL COVENANTS (Section 5.1)" which currently reads as follows: Minimum Tangible As of the end of each month during the Net Worth: following periods Borrower shall, on a consolidated basis, maintain a Tangible Net Worth of not less than the following amounts, plus an amount equal to 50% of the total consideration received by Borrower after December 31, 2001, in consideration for the issuance by the Borrower of its equity securities and/or subordinated debt securities, effective on the date such consideration is received: -------------------------------------------------- Dates Minimum Tangible Net Worth -------------------------------------------------- December 31, 2001 $3,800,000 ------------------------------------------------- January 1, 2002 to and including $4,000,000 March 31, 2002 -------------------------------------------------- April 1, 2002 to and including $4,425,000 June 30, 2002 -------------------------------------------------- July 1, 2002 to and including $5,800,000 September 30, 2002 -------------------------------------------------- October 1, 2002 to and including $8,575,000 December 31, 2002 -------------------------------------------------- is hereby amended to read as follows: Minimum Tangible As of the end of each month during the following Net Worth: periods Borrower shall, on a consolidated basis, maintain a Tangible Net Worth of not less than the following amounts, plus an amount equal to 50% of the total consideration received by Borrower after January 31, 2002, in consideration for the issuance by the Borrower of its equity securities and/or subordinated debt securities, effective on the date such consideration is received: -------------------------------------------------- Dates Minimum Tangible Net Worth -------------------------------------------------- January 1, 2002 to and including $8,474,800 February 28, 2002 -------------------------------------------------- March 1, 2002 to and including $13,474,800 March 31, 2002 -------------------------------------------------- April 1, 2002 to and including $8,899,800 May 31, 2002 -------------------------------------------------- June 1, 2002 to and including $13,899,800 June 30, 2002 -------------------------------------------------- July 1, 2002 to and including $10,274,800 August 31, 2002 -------------------------------------------------- September 1, 2002 to and including $15,274,800 September 30, 2002 -------------------------------------------------- October 1, 2002 to and including $13,049,800 November 30, 2002 -------------------------------------------------- December 1, 2002 to and including $18,049,800 December 31, 2002 -------------------------------------------------- 2. 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. 3. 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. -2- Borrower: Silicon: ONYX SOFTWARE CORPORATION SILICON VALLEY BANK By: /s/ Jim O. Beck By: /s/ Don Chandler ---------------------------------- ---------------------------------- Treasurer Title: V.P. ------------------------------- By: /s/ Amy E. Kelleran ---------------------------------- Secretary or Ass't Secretary -3-