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Loan and Security Agreement |
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2008 |
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TEXT MARKED BY [* * *] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
LOAN AND SECURITY AGREEMENT
(ACCOUNTS AND INVENTORY)
--------------------------------------------------------------------------------
------------------------ ------------------------ ------------------------------
OBLIGOR # NOTE # AGREEMENT DATE
September 14, 2007
-------------------------------- ------------------------ ----------------------
CREDIT LIMIT INTEREST RATE OFFICER NO./INITIALS
$4,800,000
-------------------------------- ------------------------ ----------------------
THIS AGREEMENT is entered into on September 14, 2007, between
Comerica Bank ("Bank") as secured party, whose Western Division headquarters
office is 75 E. Trimble Road, San Jose, California 95131, Mail Code 4770 and the
undersigned ("Borrower"), whose chief executive office is located at the address
set forth below its name on the signature page to this Agreement. The parties
agree as follows:
1. DEFINITIONS.
1.1 "Account Advance Rate" shall mean, as of any applicable date of
determination thereof, (1) seventy percent (70%) less (2) the number of
percentage points by which the dilution of Borrowers' Accounts exceeds fifteen
percent (15%). For the purposes of calculating the Account Advance Rate, the
percentage dilution of Borrower's Accounts will be measured for the twelve (12)
month period ended as of the determination date.
1.2 "Accounts" shall mean and includes all presently existing and
hereafter arising accounts, including without limitation all accounts
receivable, contract rights and other forms of right to payment for monetary
obligations or receivables for property sold or to be sold, leased, licensed,
assigned or otherwise disposed of, or for services rendered or to be rendered
(including without limitation all health-care-insurance receivables) owing to
Borrower, and any supporting obligations, credit insurance, guaranties or
security therefor, irrespective of whether earned by performance.
1.3 "Advance" shall mean a borrowing requested by Borrower and made
by Bank under this Agreement, including a LIBOR Option Advance and/or a Base
Rate Option Advance.
1.4 "Agreement" shall mean and includes this Loan and Security
Agreement (Accounts and Inventory), any concurrent or subsequent rider to this
Loan and Security Agreement (Accounts and Inventory) and any extensions,
supplements, amendments or modifications to this Loan and Security Agreement
(Accounts and Inventory) and/or to any such rider.
1.5 "Bank Expenses" shall mean and includes: all costs or expenses
required to be paid by Borrower under this Agreement which are paid or advanced
by Bank; taxes and insurance premiums of every nature and kind of Borrower paid
by Bank; filing, recording, publication and search fees, appraiser fees, auditor
fees and costs, and title insurance premiums paid or incurred by Bank in
connection with Bank's transactions with Borrower; costs and expenses incurred
by Bank in collecting the Accounts (with or without suit) to correct any default
or enforce any provision of this Agreement, or in gaining possession of,
maintaining, handling, preserving, storing, shipping, selling, disposing of,
preparing for sale and/or advertising to sell the Collateral, whether or not a
sale is consummated; costs and expenses of suit incurred by Bank in enforcing or
defending this Agreement or any portion hereof, including, but not limited to,
expenses incurred by Bank in attempting to obtain relief from any stay,
restraining order, injunction or similar process which prohibits Bank from
exercising any of its rights or remedies; and reasonable attorneys' fees and
expenses incurred by Bank in advising, structuring, drafting, reviewing,
amending, terminating, enforcing, defending or concerning this Agreement, or any
portion hereof or any agreement related hereto, whether or not suit is brought.
Bank Expenses shall include Bank's in-house legal charges at reasonable rates.
1.6 "Base Rate" shall mean that variable rate of interest so
announced by Bank at its headquarters office in San Jose, California as its
"Base Rate" from time to time and which serves as the basis upon which effective
rates of interest are calculated for those loans making reference thereto.
1.7 "Base Rate Option" shall mean a rate equal to one half percent
(0.50%) above the Base Rate.
1.8 "Base Rate Option Advance" shall mean an Advance bearing
interest at the Base Rate Option.
1.9 "Borrower's Books" shall mean and includes all of Borrower's
books and records including but not limited to minute books; ledgers; records
indicating, summarizing or evidencing Borrower's assets, (including, without
limitation, the Accounts) liabilities, business operations or financial
condition, and all information relating thereto, computer programs; computer
disk or tape files; computer printouts; computer runs; and other computer
prepared information and equipment of any kind.
1.10 "Borrowing Base" shall mean the sum of: (1) the Account Advance
Rate of the net amount of Eligible Accounts after deducting therefrom the
reserve for authorized returns not yet credited and all payments, adjustments
and credits applicable thereto; and (2) the amount of the Inventory Advances;
and (3) one hundred percent (100%) of the stated amount of the Support Letter of
{PAGE}
LOAN AND SECURITY AGREEMENT
(ACCOUNTS AND INVENTORY)
--------------------------------------------------------------------------------
Credit. Anything contained in the foregoing to the contrary notwithstanding,
Bank may adjust the Borrowing Base percentages and the definition of Eligible
Accounts and Eligible Inventory, in each case as provided for under subsection
6.7 hereof.
1.11 "Capital Expenditure" shall mean any expenditure by a Person
for (a) an asset which will be used in a year or years subsequent to the year in
which the expenditure is made and which asset is properly classified in relevant
financial statements of such Person as equipment, real property, a fixed asset
or a similar type of capitalized asset in accordance with GAAP or (b) an asset
relating to or acquired in connection with an acquired business, and any and all
acquisition costs related to (a) or (b) above.
1.12 "Collateral" shall mean and includes all personal property of
Borrower, including without limitation each and all of the following: the
Accounts; the Inventory; the General Intangibles; the Negotiable Collateral;
Borrower's Books; all Borrower's deposit accounts; all Borrower's investment
property (including without limitation securities and securities entitlements);
all goods, instruments, documents, policies and certificates of insurance,
deposits, money or other personal property of Borrower in which Bank receives a
security interest and which now or later come into the possession, custody or
control of Bank; all Borrower's equipment and fixtures; all additions,
accessions, attachments, parts, replacements, substitutions, renewals, interest,
dividends, distributions or rights of any kind for or with respect to any of the
foregoing (including without limitation any stock splits, stock rights, voting
rights and preferential rights); any supporting obligations for any of the
foregoing; and the products and proceeds of any of the foregoing, including, but
not limited to, proceeds of insurance covering the Collateral, and any and all
Accounts, General Intangibles, Negotiable Collateral, Inventory, equipment,
money, deposit accounts, investment property, equipment, fixtures or other
tangible and intangible property of Borrower resulting from the sale or other
disposition of the Collateral and the proceeds thereof and any supporting
obligations or security therefor and any right to payment thereunder, and
including, without limitation, cash or other property which were proceeds and
are recovered by a bankruptcy trustee or otherwise as a preferential transfer by
Borrower. Notwithstanding anything to the contrary contained herein, Collateral
shall not include any waste or other materials which have been or may be
designated as toxic or hazardous by Bank.
1.13 "Credit" shall mean all Indebtedness, except that Indebtedness
arising pursuant to any other separate contract, instrument, note or other
separate agreement which, by its terms, provides for a specified interest rate
and term.
1.14 "Credit Limit" shall mean Four Million Eight Hundred Thousand
Dollars ($4,800,000).
1.15 "Current Assets" shall mean, in respect of a Person and as of
any applicable date of determination, all current assets of such Person
determined in accordance with GAAP.
1.16 "Current Liabilities" shall mean, in respect of a Person and as
of any applicable date of determination, all liabilities of such Person that
should be classified as current in accordance with GAAP. Current Liabilities
shall include all amounts owing under the Credit.
1.17 "Daily Balance" shall mean the amount determined by taking the
amount of the Credit owed at the beginning of a given day, adding any new Credit
advanced or incurred on such date, and subtracting any payments or collections
which are deemed to be paid and are applied by Bank in reduction of the Credit
on that date under the provisions of this Agreement.
1.18 "Debt" shall mean, as of any applicable date of determination,
all items of indebtedness, obligation or liability of a Person, whether matured
or unmatured, liquidated or unliquidated, direct or indirect, absolute or
contingent, joint or several, that should be classified as liabilities in
accordance with GAAP. In the case of Borrower, the term "Debt" shall include,
without limitation, the Indebtedness.
1.19 "Eligible Accounts" shall mean and includes those Accounts of
Borrower which are due and payable within ninety (90) days, or less, from the
date of invoice, have been validly assigned to Bank and strictly comply with all
of Borrower's warranties and representations to Bank; but Eligible Accounts
shall not include the following: (a) Accounts with respect to which the account
debtor is an officer, employee, partner, joint venturer or agent of Borrower;
(b) Accounts with respect to which goods are placed on consignment, guaranteed
sale or other terms by reason of which the payment by the account debtor may be
conditional; (c) Accounts with respect to which the account debtor is not a
resident of the United States, Canada or Puerto Rico; (d) Accounts with respect
to which the account debtor is the United States or any department, agency or
instrumentality of the United States; (e) Accounts with respect to which the
account debtor is any State of the United States or any city, county, town,
municipality or division thereof; (f) Accounts with respect to which the account
debtor is a subsidiary of, related to, affiliated or has common shareholders,
officers or directors with Borrower; (g) Accounts with respect to which Borrower
is or may become liable to the account debtor for goods sold or services
rendered by the account debtor to Borrower; (h) Accounts, other than accounts
where the account debtor is Eye Care Centers of America, not paid by an account
debtor within ninety (90) days from the date of the invoice; (i) Accounts where
the account debtor is Eye Care Centers of America not paid by the account debtor
within one hundred twenty (120) days from the date of the invoice; (j) Accounts
with respect to which account debtors dispute liability or make any claim, or
have any defense, crossclaim, counterclaim, or offset; (k) Accounts with respect
to which any Insolvency Proceeding is filed by or against the account debtor, or
if an account debtor becomes insolvent, fails or goes out of business; (l)
Accounts owed by any single account debtor which exceed twenty percent (20%) of
all of the Eligible Accounts; and (m) Accounts with a particular account debtor
on which over twenty-five percent (25%) of the aggregate amount owing is greater
than ninety (90) days from the date of the invoice.
2
{PAGE}
LOAN AND SECURITY AGREEMENT
(ACCOUNTS AND INVENTORY)
--------------------------------------------------------------------------------
1.20 "Event of Default" shall mean one or more of those events
described in Section 7 contained herein below.
1.21 "GAAP" shall mean, as of any applicable period, generally
accepted accounting principles in effect during such period.
1.22 "General Intangibles" shall mean and includes all of Borrower's
present and future general intangibles and other personal property (including
without limitation all payment intangibles, electronic chattel paper, contract
rights, rights arising under common law, statutes, or regulations, choses or
things in action, goodwill, patents, trade names, trademarks, servicemarks,
copyrights, blueprints, drawings, plans, diagrams, schematics, purchase orders,
customer lists, monies due or recoverable from pension funds, route lists,
rights to payment (including without limitation, rights to payment evidenced by
chattel paper, documents or instruments) and other rights under any royalty or
licensing agreements, infringement claims, software (including without
limitation any computer program that is embedded in goods that consist solely of
the medium in which the program is embedded), information contained on computer
disks or tapes, literature, reports, catalogs, insurance premium rebates, tax
refunds, and tax refund claims), other than goods, Accounts, Inventory,
Negotiable Collateral, and Borrowers Books.
1.23 "Indebtedness" shall mean and includes any and all loans,
advances, Letter of Credit Obligations, overdrafts, debts, liabilities
(including, without limitation, any and all amounts charged to Borrower's loan
account pursuant to any agreement authorizing Bank to charge Borrower's loan
account), obligations, lease payments, guaranties, covenants and duties owing by
Borrower to Bank of any kind and description whether advanced pursuant to or
evidenced by this Agreement; by any note or other Instrument; or by any other
agreement between Bank and Borrower and whether or not for the payment of money,
whether direct or indirect, absolute or contingent, due or to become due now
existing or hereafter arising, including, without limitation, any interest,
fees, expenses, costs and other amounts owed to Bank that but for the provisions
of the United States Bankruptcy Code would have accrued after the commencement
of any Insolvency Proceeding, and including, without limitation, any debt,
liability, or obligations owing from Borrower to others which Bank may have
obtained by assignment, participation, purchase or otherwise, and further
including, without limitation, all interest not paid when due and all Bank
Expenses which Borrower is required to pay or reimburse by this Agreement, by
law, or otherwise.
1.24 "Insolvency Proceeding" shall mean and includes any proceeding
or case commenced by or against Borrower, or any guarantor of Borrower's
Indebtedness, or any of Borrower's account debtors, under any provisions of the
United States Bankruptcy Code, as amended, or any other bankruptcy or insolvency
law, including, but not limited to assignments for the benefit of creditors,
formal or informal moratoriums, composition or extensions with some or all
creditors, any proceeding seeking a reorganization, arrangement or any other
relief under the United States Bankruptcy Code, as amended, or any other
bankruptcy or insolvency law.
1.25 "Inventory" shall mean and includes all present and future
inventory in which Borrower has any interest, including, but not limited to,
goods held by Borrower for sale or lease or to be furnished under a contract of
service and all of Borrower's present and future raw materials, work in process,
finished goods (including without limitation any computer program embedded in
any of the foregoing goods and any supporting information provided in connection
therewith that (i) is associated with the goods in such a manner that the
program customarily is considered part of the goods or that (ii) by becoming the
owner of the goods, a person acquires a right to use the program in connection
with the goods), together with any advertising materials and packing and
shipping materials, wherever located and any documents of title representing any
of the above, and any equipment, fixtures or other property used in the storing,
moving, preserving, identifying, accounting for and shipping or preparing for
the shipping of inventory, and any and all other items hereafter acquired by
Borrower by way of substitution, replacement, return, repossession or otherwise,
and all additions and accessions thereto, and the resulting product or mass, and
any documents of title respecting any of the above.
1.26 "Inventory Advances" shall mean any Advances made by Bank which
are thirty five percent (35%) of the lower of cost or market value of Borrower's
Eligible Inventory, and as may be adjusted by Bank, in Bank's discretion, for
age and seasonality or other factors affecting the value of the Inventory, up to
a maximum advance outstanding at any one time of Two Million Dollars
($2,000,000) upon Borrower's concurrent execution and delivery to Bank of a
Designation of Inventory, or Certification of Borrowing Base, in form
customarily used by Bank. "Eligible Inventory" shall mean Borrower's Inventory
that (a) consists of finished goods (i.e., frames) or eyeglass cases, (b) is
less than 730 days old and (c) is located in the United States of America.
1.27 "Letter of Credit Obligations" shall mean, as of any applicable
date of determination, the sum of the undrawn amount of any letter(s) of credit
issued by Bank upon the application of and/or for the account of Borrower, plus
any unpaid reimbursement obligations owing by Borrower to Bank in respect of any
such letter(s) of credit.
1.28 "Leverage Ratio" shall mean, as of any date of determination,
the ratio of (1) total liabilities minus Subordinated Debt to (2) Tangible
Effective Net Worth.
1.29 "LIBOR" shall mean the rate per annum (rounded upward if
necessary, to the nearest whole 1/8 of 1%) and determined pursuant to the
following formula:
LIBOR = LIBOR Base
----------
100% - LIBOR Reserve Percentage
3
{PAGE}
LOAN AND SECURITY AGREEMENT
(ACCOUNTS AND INVENTORY)
--------------------------------------------------------------------------------
1.30 "LIBOR Base" shall mean the rate per annum determined by Bank
at which deposits for the relevant LIBOR Period would be offered to Bank in the
approximate amount of the relevant LIBOR Option Advance in the inter-bank LIBOR
market selected by Bank, upon request of Bank at 10:00 a.m. California time, on
the day that is the first day of such LIBOR Period.
1.31 "LIBOR Business Day" shall mean means any day except a
Saturday, Sunday or any other day designated as a holiday under Federal or
California statute or regulation on which dealings in Dollar deposits may be
carried out in the interbank LIBOR market.
1.32 "LIBOR Option" shall mean a rate equal to three and one quarter
percent (3.25%) above Bank's LIBOR.
1.33 "Libor Option Advance" shall mean an Advance bearing interest
at the LIBOR Option.
1.34 "LIBOR Period" shall mean, with respect to a LIBOR Option
Advance:
a. initially, the period commencing on, as
the case may be, the date the Advance is made or the
date on which the Advance is converted to a LIBOR Option
Advance, and continuing for, in every case, a 30, 60, 90
day period thereafter so long as the LIBOR Option is
quoted for such period in the applicable interbank LIBOR
market, as such period is selected by Borrower in the
notice of Advance as provided in the Note or in the
notice of conversion as provided in this Addendum; and
b. thereafter, each period commencing on the
last day of the next preceding LIBOR Period applicable
to such LIBOR Option Advance and continuing for, in
every case, a 30, 60, 90 day period thereafter so long
as the LIBOR Option is quoted for such period in the
applicable interbank LIBOR market, as such period is
selected by Borrower in the notice of continuation as
provided in this Addendum;
c. provided, however, that at no time shall
there be more than two (2) LIBOR Periods in existence.
1.35 "LIBOR Reserve Percentage" shall mean the reserve percentage
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for "Eurocurrency Liabilities" (as defined in Regulation D of the
Federal Reserve Board, as amended), adjusted by Bank for expected changes in
such reserve percentage during the applicable LIBOR Period.
1.36 "Long Term Indebtedness" shall mean, in respect of a Person and
as of any applicable date of determination thereof, all Debt which should be
classified as "funded indebtedness" or "long term indebtedness" on a balance
sheet of such Person as of such date in accordance with GAAP.
1.37 "Net Income" shall mean the net income (or loss) of a person
for any period of determination, determined in accordance with GAAP but
excluding in any event:
a. any gains or losses on the sale or other disposition,
not in the ordinary course of business, of investments or fixed
or capital assets, and any taxes on the excluded gains and any
tax deductions or credits on account on any excluded losses; and
b. in the case of Borrower, net earnings of any Person in
which Borrower has an ownership interest, unless such net
earnings shall have actually been received by Borrower in the
form of cash distributions.
1.38 "Negotiable Collateral" shall mean and include all of
Borrower's present and future letters of credit, advises of credit,
letter-of-credit rights, certificates of deposit, notes, drafts, money,
documents (including without limitation all negotiable documents), instruments
(including without limitation all promissory notes), tangible chattel paper or
any other similar property.
1.39 "Judicial Officer or Assignee" shall mean and includes any
trustee, receiver, controller, custodian, assignee for the benefit of creditors
or any other person or entity having powers or duties like or similar to the
powers and duties of trustee, receiver, controller, custodian or assignee for
the benefit of creditors.
1.40 "Person" or "person" shall mean and includes any individual,
corporation, partnership, joint venture, firm, association, trust,
unincorporated association, joint stock company, government, municipality,
political subdivision or agency or other entity.
1.41 "Pre-Tax Income" shall mean, for any applicable period of
determination, Net Income plus, to the extent deducted in computation of Net
Income, income tax expense.
1.42 "Quick Assets" shall mean, as of any applicable date of
determination, unrestricted cash, certificates of deposit or marketable
securities and net accounts receivable arising from the sale of goods and
services, and United States government securities and/or claims against the
United States government of Borrower and its subsidiaries.
4
{PAGE}
LOAN AND SECURITY AGREEMENT
(ACCOUNTS AND INVENTORY)
--------------------------------------------------------------------------------
1.43 "Quick Ratio" shall mean, as of an applicable date of
determination, a ratio, the numerator of which is Quick Assets and the
denominator of which is the sum of Current Liabilities, excluding Subordinated
Debt, and any borrowing under the Credit categorized as non Current Liabilities.
1.44 "Regulation D" shall mean Regulation D of the Board of
Governors of the Federal Reserve System as amended or supplemented from time to
time.
1.45 "Regulatory Development" shall mean any or all of the
following: (i) any change in any law, regulation or interpretation thereof by
any public authority (whether or not having the force of law); (ii) the
application of any existing law, regulation or the interpretation thereof by any
public authority (whether or not having the force of law); and (iii) compliance
by Bank with any request or directive (whether or not having the force of law)
of any public authority.
1.46 "Subordinated Debt" shall mean (a) indebtedness of the Borrower
to any Person which has been subordinated to the Indebtedness pursuant to a
Subordination Agreement in form and content satisfactory to Bank and (b)
indebtedness of the Borrower to Ashford Capital LLC evidenced by the $125,000
Promissory Note dated April 23, 2007.
1.47 "Subordination Agreement" shall mean any subordination
agreement, which is in form and substance satisfactory to Bank, and which makes
any or all present and future indebtedness of Borrower to any Person subordinate
to the Indebtedness.
1.48 "Support Letter of Credit" shall mean Letter of Credit Number
_____________ issued by a bank acceptable to Bank naming Bank as beneficiary in
the original stated amount of $1,250,000.
1.49 "Tangible Effective Net Worth" shall mean, with respect to any
Person and as of any applicable date of determination, Tangible Net Worth plus
Subordinated Debt.
1.50 "Tangible Net Worth" shall mean, with respect to any Person and
as of any applicable date of determination, the excess of:
a. the net book value of all assets of such Person
(excluding affiliate receivables, patents, patent rights,
trademarks, trade names, franchises, copyrights, licenses, goodwill,
and all other intangible assets of such Person) after all
appropriate deductions in accordance with GAAP (including, without
limitation, reserves for doubtful receivables, obsolescence,
depreciation and amortization), less
b. all Debt of such Person at such time.
2. LOAN AND TERMS OF PAYMENT; FACILITY FEE.
For value received, Borrower promises to pay to the order of Bank such amount,
as provided for below, together with interest, as provided for below.
2.1 Upon the request of Borrower, made at any time and from time to
time during the term hereof, and so long as no Event of Default has occurred,
Bank shall lend to Borrower an amount equal to the Borrowing Base; provided,
however, that the Daily Balance shall not exceed the lesser of either the Credit
Limit or the Borrowing Base, minus all Letter of Credit Obligations. If at any
time for any reason, the amount of Indebtedness owed by Borrower to Bank
pursuant to this Section 2.1 and Section 2.3 of this Agreement is greater than
the aggregate amount available to be drawn under this Section 2.1, Borrower
shall immediately pay to Bank, in cash, the amount of such excess.
2.2 Except as hereinbelow provided, the Credit shall bear interest,
on the Daily Balance owing, at a fluctuating rate of interest equal to either
(i) the Base Rate Option or (ii) provided that no Default or Event of Default
has occurred or is continuing, the LIBOR Option, as elected by Borrower from
time to time as set forth in this Section, or as otherwise determined under the
terms and conditions of this Agreement.
a. The minimum LIBOR Option Advance will not be less
than the lesser of (a) Five Hundred Thousand and 00/100 Dollars
($500,000.00) and (b) the entire outstanding balance of the Credit.
b. The minimum Base Rate Option Advance will not be less
than the lesser of (a) Ten Thousand Dollars ($10,000) and (b) the
entire outstanding balance of the Credit.
c. With respect to each LIBOR Option Advance, Bank is
hereby authorized to note the date, principal amount, interest rate
and LIBOR Period applicable thereto and any payments made thereon on
Bank's books and records (either manually or by electronic entry)
and/or on any schedule attached to this Agreement, which notations
shall be prima facie evidence of the accuracy of the information
noted.
5
{PAGE}
d. At the time any Advance is requested under this
Agreement and/or Borrower wishes to select the LIBOR Option for all
or a portion of the outstanding principal balance of the Credit, and
at the end of each LIBOR Period, Borrower shall give Bank notice
specifying (a) the interest rate option selected by Borrower; (b)
the principal amount subject thereto; and (c) if the LIBOR Option is
selected, the length of the applicable LIBOR Period. Any such notice
may be given by telephone so long as, with respect to each LIBOR
Option selected by Borrower, (i) Bank receives written confirmation
from Borrower not later than three (3) LIBOR Business Days after
such telephone notice is given; and (ii) such notice is given to
Bank prior to 10:00 a.m., California time, on the first day of the
LIBOR Period. For each LIBOR Option requested hereunder, Bank will
quote the applicable fixed LIBOR Rate to Borrower at approximately
10:00 a.m., California time, on the first day of the LIBOR Period.
If Borrower does not immediately accept the rate quoted by Bank, any
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