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EXHIBIT 10.9
SILICON VALLEY BANK LOGO
AMENDED SCHEDULE TO
LOAN AND SECURITY AGREEMENT
BORROWER: INTERPORE INTERNATIONAL
ADDRESS: 181 TECHNOLOGY DR.
IRVINE, CALIFORNIA 92718
BORROWER: INTERPORE ORTHOPAEDICS, INC.
ADDRESS: 181 TECHNOLOGY DR.
IRVINE, CALIFORNIA 92718
DATE: JULY 25, 1996
CREDIT LIMIT (Section 1.1): An amount not to exceed $5,000,000 at any
one time outstanding.
LETTER OF CREDIT SUBLIMIT Silicon, in its reasonable discretion,
will from time to time during the term of
this Agreement issue letters of credit
for the account of the Borrower ("Letters
of Credit"), in an aggregate amount at
any one time outstanding not to exceed
$250,000, upon the request of the
Borrower, provided that, on the date the
Letters of Credit are to be issued,
Borrower has available to it Loans in an
amount equal to or greater than the face
amount of the Letters of Credit to be
issued. Prior to the issuance of any
Letters of Credit, Borrower shall execute
and deliver to Silicon Applications for
Letters of Credit and such other
documentation as Silicon shall specify
(the "Letter of Credit Documentation").
Fees for the Letters of Credit shall be
as provided in the Letter of Credit
Documentation.
The Credit Limit set forth above and the
Loans available under this Agreement at
any time shall be reduced by the face
amount of Letters of Credit from time to
time outstanding.
INTEREST RATE (Section 1.2): A rate equal to the "Prime Rate" in
effect from time to time, 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.
MATURITY DATE
(Section 5.1): JULY 5, 1997.
PRIOR NAMES OF BORROWER,
(Section 3.2): REPLAM CORPORATION
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SILICON VALLEY BANK AMENDED SCHEDULE TO LOAN AND SECURITY AGREEMENT
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TRADE NAMES OF BORROWER,
(Section 3.2): NONE
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OTHER LOCATIONS AND ADDRESSES
(Section 3.3): 12651 S. Dixie Hwy, Suite 317, Miami, FL
33156;
3059 Forrest Hill Irene, Germantown,
TN 38138;
1700 Alma, Suite 260, Plano, TX 75075;
18005 Sky Park Circle; Irvine, CA 92714.
NEGATIVE COVENANTS-
EXCEPTIONS (Section 4.6): Without Silicon's prior written consent,
Interpore International may: (i) merge
with another corporation, provided
Interpore International is the surviving
corporation in such merger and the
aggregate value of the assets acquired in
the merger do not exceed 25% of Interpore
International's Tangible Net Worth (as
defined below) as of the end of the month
prior to the effective date of the merger,
and the assets of the corporation acquired
in the merger are not subject to any liens
or encumbrances, except Permitted Liens;
(ii) acquire the assets of another
corporation or entity, provided the
aggregate purchase price paid does not
exceed 25% of Interpore International's
Tangible Net Worth (as defined below) as
of the end of the month prior to the
effective date of the acquisition, and the
assets acquired are not subject to any
liens or encumbrances, except Permitted
Liens; (iii) enter into an agreement to
borrow money in an amount less than 25% of
Interpore International's Tangible Net
Worth (as defined below) as of the end of
the month prior to the effective date of
the loan agreement and the date of any
borrowing thereunder; and (iv) make loans
to, or guaranty indebtedness of, employees
and officers of the Borrower provided that
the aggregate amount of such indebtedness
and guaranties shall not exceed $50,000
outstanding at any time.
FINANCIAL COVENANTS Interpore International shall at all times
(Section 4.1): comply with all of the following 4.1):
covenants, on a consolidated basis.
Compliance shall be determined quarterly,
except where otherwise specifically
provided below.
QUICK ASSET RATIO: Interpore International
shall at all times maintain a
ratio of "Quick Assets" to
current liabilities of not
less than 1.75 to 1 .
TANGIBLE NET WORTH Interpore International
shall maintain a tangible net
worth of not less than
$17,000,000.
DEBT TO TANGIBLE
NET WORTH RATIO: Interpore International
shall at all times maintain a ratio of
total liabilities
to tangible net worth of not more than
1.0 to 1.
PROFITABILITY Interpore International
shall not incur a loss (after
taxes) in any fiscal quarter
or in any fiscal year, except
that Interpore International
may incur a loss (after
taxes) in a maximum of one
fiscal quarter, provided that
such loss does not exceed
$500,000.
DEFINITIONS: "Tangible net worth" means the excess of
total assets over total liabilities,
determined in accordance with generally
accepted accounting principles, excluding
however all assets which would be
classified as intangible assets under
generally accepted accounting
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SILICON VALLEY BANK AMENDED SCHEDULE TO LOAN AND SECURITY AGREEMENT
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principles, including without limitation
goodwill, licenses, patents, trademarks,
trade names, copyrights, capitalized
software and organizational costs,
licences and franchises.
"Quick Assets" means cash on hand or on
deposit in banks, readily marketable
securities issued by the United States,
readily marketable commercial paper rated
"A-1" by Standard & Poor's Corporation
(or a similar rating by a similar rating
organization), certificates of deposit
and banker's acceptances, and accounts
receivable (net of allowance for doubtful
accounts).
DEFERRED REVENUES: For purposes of the above quick asset
ratio, deferred revenues shall not be
counted as current liabilities. For
purposes of the above debt to tangible
net worth ratio, deferred revenues shall
not be counted in determining total
liabilities but shall be counted in
determining tangible net worth for
purposes of such ratio. For all other
purposes deferred revenues shall be
counted as liabilities in accordance with
generally accepted accounting principles.
SUBORDINATED DEBT: "Liabilities" for purposes of the
foregoing covenants do not include
indebtedness which is subordinated to the
indebtedness to Silicon under a
subordination agreement in form specified
by Silicon or by language in the
instrument evidencing the indebtedness
which is acceptable to Silicon.
OTHER COVENANTS (Section 4.1):
Borrower shall at all times comply with
all of the following additional covenants:
1. BANKING RELATIONSHIP. Interpore
International shall at all times maintain
its bank accounts and its primary banking
relationship with Silicon.
2. INDEBTEDNESS. Without limiting any
of the foregoing terms or provisions of
this Agreement, Borrower shall not in the
future incur indebtedness for borrowed
money, except for (i) indebtedness to
Silicon, and (ii) indebtedness incurred
in the future for the purchase price of
or lease of equipment in an aggregate
amount not exceeding $1,500,000 (in the
aggregate for both Borrowers) at any time
outstanding.
3. ACCOUNTS RECEIVABLE AGINGS. If there
are any Loans outstanding as of the end
of any calendar month, within 30 days
after the end of such calendar month
Borrower shall provide Silicon with an
aged
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SILICON VALLEY BANK AMENDED SCHEDULE TO LOAN AND SECURITY AGREEMENT
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listing of Borrower's accounts receivable
in form satisfactory to Silicon.
Borrower: Borrower:
INTERPORE INTERNATIONAL INTERPORE ORTHOPAEDICS, INC.
By /s/ DAVID C. MERCER By /s/ DAVID C. MERCER
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[Vice] President [Vice] President
By /s/ RICHARD HARRISON By /s/ RICHARD HARRISON
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[Ass't] Secretary [Ass't] Secretary
Silicon:
SILICON VALLEY BANK
By /s/ KITTRIDGE CHAMBERLAIN
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Title Vice President
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