[LOGO] SILICON VALLEY BANK
AMENDMENT TO LOAN DOCUMENTS
BORROWER: 3D Systems, Inc.
ADDRESS: 26081 Avenue Hall
Valencia, California 91355
BORROWER: 3D Systems Inc. Limited
ADDRESS: Unit 7, Progression Centre
Mark Road, Hemel Hempstead
Herts HP2 7DW
ENGLAND
BORROWER: 3D Systems France SARL
ADDRESS: Park Club Universite,
rue Jean Rostand #26
Bldg. R
Orsay Cedex F-91893
FRANCE
BORROWER: 3D Systems GmbH
ADDRESS: Rontgenstrasse 41, Darmstadt-
Arheilgen 63291
GERMANY
DATE: July 5, 1996
THIS AMENDMENT TO LOAN DOCUMENTS is entered into between SILICON VALLEY
BANK ("Silicon") and the borrowers named above (jointly and severally, the
"Borrower").
The Parties agree to amend the Loan and Security Agreement between them,
dated June 2, 1993, as amended by that Amendment to Loan Agreement dated
August 3, 1994, and as amended by that Amendment to Loan Agreement dated July
5, 1995, and as otherwise amended from time to time (as so 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. AMENDMENT TO SCHEDULE. The Schedule to the Loan and Security
Agreement is amended effective on the date hereof, to read as set forth on
the Schedule hereto.
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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 the Borrower,
and the other written documents and agreements between Silicon and the
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 the Borrower shall continue in
full force and effect and the same are hereby ratified and confirmed.
Borrower: Borrower:
3D SYSTEMS, INC. 3D SYSTEMS INC. LIMITED
By /s/ [illegible] By /s/ [illegible]
_______________________________ _______________________________
President Director
By /s/ [illegible] By
_______________________________ _______________________________
Secretary Secretary or Ass't Secretary
Borrower: Borrower:
3D SYSTEMS FRANCE SARL 3D SYSTEMS GMBH
By /s/ [illegible] By /s/ [illegible]
_______________________________ _______________________________
Director Managing Director
By By
_______________________________ _______________________________
Secretary or Ass't Secretary Secretary or Ass't Secretary
Silicon:
SILICON VALLEY BANK
By /s/ Doug Rosenthal
_______________________________
Title Vice President
____________________________
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SILICON VALLEY BANK AMENDMENT TO LOAN DOCUMENTS
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GUARANTORS' CONSENT
The undersigned, guarantors, acknowledge that their consent to the foregoing
Amendment is not required, but the undersigned nevertheless do hereby consent
to the foregoing Amendment and to the documents and agreements referred to
therein and to all future modifications and amendments thereto, 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 Cross-Corporate Continuing Guaranty executed by
the undersigned in favor of Silicon, which is hereby ratified and affirmed
and shall continue in full force and effect.
3D SYSTEMS, INC. 3D SYSTEMS FRANCE SARL
By: /s/ [illegible] By: /s/ [illegible]
________________________________ _____________________________
Title: Vice-President, Finance Title: Director
_______________________________ __________________________
3D SYSTEMS INC. LIMITED 3D SYSTEMS GMBH
By: /s/ [illegible] By: /s/ [illegible]
________________________________ _____________________________
Title: Director Title: Managing Director
_______________________________ __________________________
3D SYSTEMS CORPORATION 3D SYSTEMS (CANADA) INC.
By: /s/ [illegible] By: /s/ [illegible]
________________________________ _____________________________
Title: Vice President, Finance Title: Secretary
_______________________________ __________________________
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[LOGO] SILICON VALLEY BANK
AMENDED SCHEDULE
TO
LOAN AND SECURITY AGREEMENT
BORROWER: 3D Systems, Inc.
ADDRESS: 26081 Avenue Hall
Valencia, California 91355
BORROWER: 3D Systems Inc. Limited
ADDRESS: Unit 7, Progression Centre
Mark Road, Hemel Hempstead
Herts HP2 7DW
ENGLAND
BORROWER: 3D Systems France SARL
ADDRESS: Park Club Universite,
rue Jean Rostand #26
Bldg. R.
Orsay Cedex F-91893
FRANCE
BORROWER: 3D Systems GmbH
ADDRESS: Rontgenstrasse 41, Darmstadt-
Arheilgen 63291
GERMANY
DATE: July 5, 1996
CREDIT LIMIT
(Section 1.1): An amount not to exceed the sum of (a) and (b) below:
(a) $4,000,000 on a joint and aggregate basis for 3D
Systems, Inc., 3D Systems Inc. Limited, 3D Systems
France SARL, and 3D Systems GmbH, at any one time
outstanding; plus
(b) the amount of that certain standby letter of credit
number ____________ (the "IRB Letter of Credit")
issued by Silicon in connection with those certain
$4,900,000 Variable Rate Demand Industrial
Development Revenue Bonds Series 1996 (3D Systems
Corporation Project) (the "Industrial Revenue Bonds").
BORROWER LETTER
OF CREDIT SUBLIMIT Silicon, in its reasonable discretion, will from time to
time during the term of this Agreement issue letters of
credit (in addition to the IRB
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Letter of Credit) for the account of the Borrower ("Letters
of Credit"), in an aggregate amount at any one time
outstanding not to exceed $1,000,000*, upon the request of
the Borrower, provided that, on the date the Letters of
Credit are to be issued, Borrower has available to it
Accounts 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. Letters of Credit may have a
maturity date up to twelve months beyond the Maturity
Date in effect from time to time, provided that if on
the Maturity Date, or on any earlier effective date of
termination, there are any outstanding letters of credit
issued by Silicon or issued by another institution based
upon an application, guarantee, indemnity or similar
agreement on the part of Silicon, then on such date
Borrower shall provide to Silicon cash collateral in an
amount equal to the face amount of all such letters of
credit plus all interest, fees and cost due or to become due
in connection therewith, to secure all of the Obligations
relating to said letters of credit, pursuant to Silicon's
then standard form cash pledge agreement.
*ON A JOINT AND AGGREGATE BASIS FOR 3D SYSTEMS, INC., 3D
SYSTEMS INC. LIMITED, 3D SYSTEMS FRANCE SARL, AND 3D SYSTEMS
GMBH,
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.
FOREIGN EXCHANGE
CONTRACT SUBLIMIT Up to $500,000* (the "Contract Limit") of the Credit Limit
may be utilized for spot and future foreign exchange
contracts (the "Exchange Contracts"). The Credit Limit
available at any time shall be reduced by the following
amounts (the "Foreign Exchange Reserve") on each day (the
"Determination Date"): (i) on all outstanding Exchange
Contracts on which delivery is to be effected or settlement
allowed more than two business days from the Determination
Date, 20% of the gross amount of the Exchange Contracts;
plus (ii) on all outstanding Exchange Contracts on which
delivery is to be effected or settlement allowed within two
business days after the Determination Date, 100% of the
gross amount of the Exchange Contracts. In lieu of the
Foreign Exchange Reserve for 100% of the gross amount of any
Exchange Contract, the Borrower may request that Silicon
debit the Borrower's bank account with Silicon for such
amount, provided Borrower has immediately available funds in
such amount in its bank account.
* ON A JOINT AND AGGREGATE BASIS FOR 3D SYSTEMS, INC., 3D
SYSTEMS INC. LIMITED, 3D SYSTEMS FRANCE SARL, AND 3D SYSTEMS
GMBH
Silicon may, in its discretion, terminate the Exchange
Contracts at any time (a) that an Event of Default occurs
or (b) that there is not sufficient availability under the
Credit Limit and Borrower does not have available funds in
its bank account to satisfy the Foreign Exchange Reserve.
If either Silicon or Borrower terminates the Exchange
Contracts, and without limitation of the FX Indemnity
Provisions (as referred to below), Borrower agrees to
reimburse
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Silicon for any and all fees, costs and expenses
relating thereto or arising in connection therewith.
Borrower shall not permit the total gross amount of all
Exchange Contracts on which delivery is to be effected and
settlement allowed in any two business day period to be more
than $250,000* (the "Settlement Limit"), nor shall Borrower
permit the total gross amount of all Exchange Contracts to
which Borrower is a party, outstanding at any one time, to
exceed the Contract Limit.
* ON A JOINT AND AGGREGATE BASIS FOR 3D SYSTEMS, INC., 3D
SYSTEMS INC. LIMITED, 3D SYSTEMS FRANCE SARL, AND 3D SYSTEMS
GMBH
Notwithstanding the above, however, the amount which may be
settled in any two (2) business day period may, in Silicon's
sole discretion, be increased above the Settlement Limit up
to, but in no event to exceed, the amount of the Contract
Limit (the "Discretionary Settlement Amount") under either
of the following circumstances (the "Discretionary
Settlement Circumstances"):
(i) if there is sufficient availability under the Credit
Limit in the amount of the Foreign Exchange Reserve as of
each Determination Date, provided that Silicon in advance
shall reserve the full amount of the Foreign Exchange
Reserve against the Credit Limit; or
(ii) if there is insufficient availability under the
Credit Limit as to settlements within any two (2)
business day period if Silicon is able to: (A) verify
good funds overseas prior to crediting Borrower's
deposit account with Silicon (in the case of Borrower's
sale of foreign currency); or (B) debit Borrower's
deposit account with Silicon prior to delivering
foreign currency overseas (in the case of Borrower's
purchase of foreign currency);
PROVIDED that it is expressly understood that Silicon's
willingness adopt the Discretionary Settlement Amount is
a matter of Silicon's sole discretion and the existence
of the Discretionary Settlement Circumstances in no way
means or implies that Silicon shall be obligated to
permit the Borrower to exceed the Settlement Limit in
any two business day period.
In the case of Borrower's purchase of foreign currency,
Borrower in advance shall instruct Silicon upon
settlement either to treat the settlement amount as an
advance under the Credit Limit, or to debit Borrower's
account for the amount settled.
The Borrower shall execute all standard form applications
and agreements of Silicon in connection with the Exchange
Contracts, and without limiting any of the terms of such
applications and agreements, the Borrower will pay all
standard fees and charges of Silicon in connection with
the Exchange Contracts.
Without limiting any of the other terms of this Loan
Agreement or any such standard form applications and
agreements of Silicon, Borrower agrees to indemnify
Silicon and hold it harmless, from and against any
and all claims, debts, liabilities, demands, obligations,
actions, costs
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and expenses (including, without limitation, attorneys'
fees of counsel of Silicon's choice), of every nature
and description, which it may sustain or incur, based
upon, arising out of, or in any way relating to any of
the Exchange Contracts or any transactions relating
thereto or contemplated thereby (collectively referred
to as the "FX Indemnity Provisions").
The Exchange Contracts shall have maturity dates no later
than the Maturity Date.
INTEREST RATE
(Section 1.2): A rate equal to the "Prime Rate" in effect from time to
time (except that the interest rate on any obligations
outstanding under the IRB Letter of Credit shall be as
set forth therein). 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.
LOAN ORIGINATION FEE
(Section 1.3): NOT APPLICABLE.
MATURITY DATE
(Section 5.1): JULY 5, 1997 (except that the Maturity Date of the IRB
Letter of Credit shall be as set forth therein).
PRIOR NAMES OF
BORROWER
(Section 3.2): NONE
TRADE NAMES OF
BORROWER
(Section 3.2): NONE
OTHER LOCATIONS AND
ADDRESSES
(Section 3.3): FOR 3D SYSTEMS, INC.
6230 N. BELTLINE RD., SUITE 300, IRVING, TX 75063
27280 HAGGERTY ROAD, TECHNOLOGY PARK, SUITE C-7,
FARMINGTON HILLS, MICHIGAN 48331
PLYMOUTH CROSSING, 4110 BUTLER PIKE, SUITE A102,
PLYMOUTH MEETING, PA 19462
1350 REMINGTON RD., SUITE K, SCHAUMBURG, IL 60173
805 FALCON WAY, GRAND JUNCTION, CO 81506
MATERIAL ADVERSE
LITIGATION
(Section 3.10): NONE
NEGATIVE COVENANTS-
EXCEPTIONS
(Section 4.6): Without Silicon's prior written consent, Borrower
may do the following, provided that, after giving
effect thereto, no Event of Default has occurred
and no event has occurred which, with notice or
passage of time or both, would constitute an Event
of Default, and provided that the following are
done in compliance with all applicable laws, rules
and regulations: (i) pay or lend to the Parent
Company whether by dividend, advance or otherwise,
such amounts to enable the Parent Company to pay
when due all federal, state, and local taxes;
reasonable operating expenses; and legal,
accounting and filing fees;
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in each of the foregoing cases, however, payments
shall only be made in such amounts as are attributable
to the ownership of Borrower (collectively referred to
as the "Upstream Payments"), including, without
limitation, directors' fees, legal and accounting
expenses and filing fees attributable to the
ownership of Borrower, PROVIDED, HOWEVER, Borrower
may pay or lend to the Parent Company funds not to
exceed $5,000,000 to allow the Parent Company to
repurchase shares of Parent Company's stock; and
(ii) make scheduled payments of principal and
interest on Silicon approved subordinated
indebtedness owing to the Borrower's shareholders
and related parties.
FINANCIAL COVENANTS
(Section 4.1): Borrower shall cause Parent Company to comply with
all of the following covenants on a consolidated
basis. Compliance shall be determined as of the
end of each quarter, except as otherwise
specifically provided below:
QUICK ASSET RATIO: Parent Company shall maintain a ratio of "Quick
Assets" to current liabilities of not less than 2.50
to 1.
TANGIBLE NET WORTH: Parent Company shall maintain a tangible net worth
of not less than $52,000,000.
DEBT TO TANGIBLE
NET WORTH RATIO: Parent Company shall maintain a ratio of total
liabilities to tangible net worth of not more than
0.75 to 1.
DEFINITIONS: "Current liabilities" shall have the meaning ascribed
thereto in accordance with generally accepted
accounting principles, except that "current
liabilities":
(i) shall include the IRB Letter of Credit;
(ii) shall not include any current portion of the
indebtedness represented by the Industrial
Revenue Bonds.
"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 principles,
including without limitation goodwill, licenses,
patents, trademarks, trade names, copyrights, 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 and shall not 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.
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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. Borrower shall at all times
maintain 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 indebtedness to Silicon, and
Borrower shall cause Parent Company, on a consolidated
basis, not to incur indebtedness in the future except
for indebtedness in connection with: (i) the purchase
or lease of equipment, which shall not exceed
$2,500,000 in the aggregate at any time outstanding; or
(ii) the Industrial Revenue Bonds.
3. UVP INTERCREDITOR. The Borrower shall cause UVP,
Inc. to maintain in effect the intercreditor agreement
with Silicon.
4. CROSS CORPORATE GUARANTY. Each Borrower shall
maintain in effect, and Borrower shall cause Parent
Company to maintain in effect, the respective Cross
Corporate Continuing Guaranty that each delivered to
Silicon in connection with the original Loan Agreement.
5. NEGATIVE PLEDGE. Borrower shall not grant a
security interest in any of its Collateral, whether
presently owned or hereafter acquired, PROVIDED,
HOWEVER, Borrower may incur liens on capital equipment
relating to indebtedness incurred pursuant to Paragraph
2 set forth above entitled "Indebtedness".
6. ADDITIONAL EVENTS OF DEFAULT; UVP LETTER, MATERIAL
ADVERSE CHANGE. Without limiting the Events of Default
as set forth in the Loan Agreement, each of the
following shall constitute an Event of Default: (a) a
default or event of default under the Letter Agreement
dated January 5, 1990 between Borrower and UVP, Inc. or
under the Security Agreement dated January 5, 1990
between Borrower and UVP, Inc.; and (b) a material
adverse change in the business, assets or prospects of
Borrower or any guarantor after the date hereof.
7. NORWEST BANK INTERCREDITOR. The Borrower shall
cause Norwest Bank Colorado, National Association, a
national banking association ("Norwest"), to execute
and maintain in effect for so long as the IRB Letter of
Credit is outstanding an intercreditor agreement with
Silicon in form and substance acceptable to Silicon in
its discretion.
8. ADDITIONAL EVENT OF DEFAULT: REIMBURSEMENT
AGREEMENT BY PARENT. Without limiting the Events of
Default as set forth in the Loan Agreement, any default
or event of default under that certain Reimbursement
Agreement dated as of August 1, 1996, by and between
the Parent Company and Norwest, shall constitute an
Event of Default.
9. CASH COLLATERALIZATION OF IRB LETTER OF CREDIT.
Notwithstanding any other term of this Agreement, if
upon (a) the Maturity Date, or (b) the date of any
earlier termination of this Agreement, or (c) the date
of occurrence of any Event of Default, the
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IRB Letter of Credit is outstanding, then on such date
Borrower shall provide to Silicon cash collateral in an
amount equal to 105% of the face amount of the IRB
Letter of Credit plus all interest, fees and costs due
or to become due in connection therewith, to secure all
of the Obligations relating to the IRB Letter of
Credit, pursuant to Silicon's then standard form cash
pledge agreement.
Borrower: Borrower:
3D SYSTEMS, INC. 3D SYSTEMS INC. LIMITED
By /s/ Charles Hull By /s/ Gordon Almquist
_______________________________ _______________________________
President Director
By /s/ Gordon Almquist By
_______________________________ _______________________________
Secretary Secretary or Ass't Secretary
Borrower: Borrower:
3D SYSTEMS FRANCE SARL 3D SYSTEMS GMBH
By /s/ Gordon Almquist By /s/ Gordon Almquist
_______________________________ _______________________________
Director Managing Director
By By
_______________________________ _______________________________
Secretary or Ass't Secretary Secretary or Ass't Secretary
Silicon:
SILICON VALLEY BANK
By /s/ Doug Rosenthal
______________________________
Title Vice President
___________________________
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