SILICON LOAN DOCUMENTS - -------------------------------------------------------------------------------- SCHEDULE TO LOAN AND SECURITY AGREEMENT -.S. 57 SILICON VALLEY BANK SCHEDULE TO LOAN AND SECURITY AGREEMENT - ------------------------------------------------------------------------------- SILICON VALLEY BANK SCHEDULE TO LOAN AND SECURITY AGREEMENT BORROWER: HATHAWAY CORPORATION HATHAWAY SYSTEMS CORPORATION HATHAWAY PROCESS INSTRUMENTATION CORPORATION HATHAWAY MOTION CONTROL CORPORATION HATHAWAY INDUSTRIAL AUTOMATION, INC. COMPUTER OPTICAL PRODUCTS, INC. EMOTEQ CORPORATION TATE INTEGRATED SYSTEMS, INC. ADDRESS: 8228 PARK MEADOWS LITTLETON, CO 80124 DATE: MAY 7, 1998 This Schedule forms an integral part of the Loan and Security Agreement between Silicon Valley Bank and the above-borrower of even date. ================================================================================ 1. CREDIT LIMIT (SECTION 1.1): An amount not to exceed the lesser of: (i) $3,000,000 at any one time outstanding (the "Maximum Credit Limit"); or (ii) 85% of the amount of Borrower's Eligible Receivables (as defined in Section 8 above). LETTER OF CREDIT SUBLIMIT (SECTION 1.5): $500,000 ================================================================================ 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. Provided, however, upon Borrower achieving a net loss (on a consolidated basis) of less than $750,000 at the end of any fiscal quarter ending after the date hereof for the twelve month period ending as of the end of such fiscal quarter, then the interest rate shall be reduced to a rate equal to the Prime Rate in effect from time to time, plus 1.50% per annum. Provided, further, that if thereafter Borrower incurs a net loss (on a consolidated basis) of greater than $750,000 at the end of any fiscal quarter ending after the date thereof for the twelve month period ending as of the end of such fiscal quarter, then the interest rate shall be increased to a rate equal to the Prime Rate in effect from time to time, plus 2.0% per annum. Any such rate reduction shall go into effect following Silicon's review and approval of Borrower's financial statements (on a consolidated basis) showing Borrower is entitled to such rate reduction. If Borrower is entitled to a rate reduction and thereafter the rate is increased pursuant to the terms set forth above, Borrower shall still be entitled to future rate reductions -58- SILICON VALLEY BANK SCHEDULE TO LOAN AND SECURITY AGREEMENT - ------------------------------------------------------------------------------- (and subject to future rate increases) upon compliance with the terms for such reduction (or increase) set forth above. 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. MINIMUM MONTHLY INTEREST (SECTION 1.2): Not Applicable. ================================================================================ 3. FEES (SECTION 1.4): Loan Fee: $30,000, payable concurrently herewith. (Any Commitment Fee previously paid by the Borrower in connection with this loan shall be credited against this Fee.) Collateral Monitoring Fee: $1,500, per calendar month, payable in arrears (prorated for any partial calendar month at the beginning and at termination of this Agreement). Unused Line Fee: Borrower shall pay Silicon an Unused Line Fee, in addition to all interest and other fees payable hereunder. The amount of the Unused Line Fee shall be 0.125% per month multiplied by an amount equal to the Maximum Credit Limit minus the average daily balance of the outstanding Loans. Provided, however, upon Borrower achieving a net loss (on a consolidated basis) of less than $750,000 at the end of any fiscal quarter ending after the date hereof for the twelve month period ending as of the end of such fiscal quarter, then the Unused Line Fee shall be reduced to an amount equal to 0.0625% per month multiplied by an amount equal to the Maximum Credit Limit minus the average daily balance of the outstanding Loans. Provided, further, that if thereafter Borrower incurs a net loss (on a consolidated basis) of greater than $750,000 at the end of any fiscal quarter ending after the date thereof for the twelve month period ending as of the end of such fiscal quarter, then the Unused Line Fee shall be increased to an amount equal to 0.125% per month multiplied by an amount equal to the Maximum Credit Limit minus the average daily balance of the outstanding Loans. Any such reduction in the unused line fee shall go into effect following Silicon's review and approval of Borrower's financial statements (on a consolidated basis) showing Borrower is entitled to such reduction. If Borrower is entitled to a reduction in the Unused Line Fee and thereafter the Unused Line Fee is increased pursuant to the terms set forth above, Borrower shall still be entitled to future reductions (and subject to future increases) upon compliance with the terms for such reduction (or increase) set forth above. the Unused Line Fee shall be computed and paid monthly, in arrears (prorated for any partial calendar month at the beginning and at termination of this agreement), and shall be due on the last day of each calendar month. ================================================================================ 4. MATURITY DATE (SECTION 6.1): Two years from the date of this Agreement, subject to automatic renewal as provided in Section 6.1 above, and early termination as provided in Section 6.2 above. ================================================================================ 5. FINANCIAL COVENANTS (SECTION 5.1): Borrower shall comply with all of the following covenants. Compliance shall be determined as of the end of each month (on a consolidated basis), except as otherwise specifically provided below: MINIMUM TANGIBLE NET WORTH: Borrower shall maintain a Tangible Net Worth of not less than $8,000,000. -59- SILICON VALLEY BANK SCHEDULE TO LOAN AND SECURITY AGREEMENT - -------------------------------------------------------------------------------- DEFINITIONS. For purposes of the foregoing financial covenants, the following terms shall have the following meanings: "Current assets", "current liabilities" and "liabilities" shall have the meanings ascribed to them by generally accepted accounting principles. "Tangible Net Worth" shall mean the excess of total assets over total liabilities, determined in accordance with generally accepted accounting principles, with the following adjustments: (A) there shall be excluded from assets: (i) notes, accounts receivable and other obligations owing to the Borrower from its officers or other Affiliates, and (ii) all assets which would be classified as intangible assets under generally accepted accounting principles, including without limitation goodwill, licenses, patents, trademarks, trade names, copyrights, capitalized software and organizational costs, licenses and franchises (B) there shall be excluded from liabilities: all indebtedness which is subordinated to the Obligations under a subordination agreement in form specified by Silicon or by language in the instrument evidencing the indebtedness which is acceptable to Silicon in its discretion. ================================================================================ 6. REPORTING. (SECTION 5.3): Borrower shall provide Silicon with the following: 1. Monthly Receivable agings, aged by invoice date, within fifteen days after the end of each month, except when the Streamline Facility of approximate even date is in effect. 2. Monthly accounts payable agings, aged by invoice date within fifteen days after the end of each month, except when the Streamline Facility of approximate even date is in effect. 3. Monthly outstanding or held check registers, if any, within thirty days after the end of each month. 4. Monthly reconciliations of Receivable agings (aged by invoice date), transaction reports, and general ledger, within fifteen days after the end of each month. 5. 6. Monthly unaudited financial statements, as soon as available, and in any event within thirty days after the end of each month. 7. Monthly Compliance Certificates, within thirty days after the end of each month, in such form as silicon shall reasonably specify, signed by the Chief Financial Officer of Borrower, certifying that as of the end of such month Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Silicon shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks. 8. Quarterly unaudited financial statements, as soon as available, and in any event within thirty days after the end of each fiscal quarter of Borrower. 9. Annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower within thirty days prior to the end of each fiscal year of Borrower. -60- SILICON VALLEY BANK SCHEDULE TO LOAN AND SECURITY AGREEMENT -------------------------------------------------------------------------- 10. Annual financial statements, as soon as available, and in any event within 120 days following the end of Borrower's fiscal year, certified by independent certified public accountants acceptable to Silicon. ================================================================================ 7. COMPENSATION (SECTION 5.5): Not Applicable. ================================================================================ 8. BORROWER INFORMATION: PRIOR NAMES OF BORROWER (SECTION 3.2): See Representations and Warranties of Borrower dated February 6, 1998. PRIOR TRADE NAMES OF BORROWER (SECTION 3.2): See Representations and Warranties of Borrower dated February 6, 1998. EXISTING TRADE NAMES OF BORROWER (SECTION 3.2): See Representations and Warranties of Borrower dated February 6, 1998. OTHER LOCATIONS AND ADDRESSES (SECTION 3.3): See Representations and Warranties of Borrower dated February 6, 1998. MATERIAL ADVERSE LITIGATION (SECTION 3.10): None ================================================================================ 9. OTHER COVENANTS (SECTION 5.1): 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. GUARANTY BY U.K. COMPANIES. Borrower shall cause each of Hathaway Systems U.K. Group, Ltd., and Hathaway Systems, Ltd. (collectively, the "UK Guarantors") to, concurrently with the date hereof, execute and deliver to Silicon a guaranty, in form and substance acceptable to Silicon in its sole discretion, pursuant to which the UK Guarantors shall guarantee the obligations of the Borrower (the "UK Guaranty"). Borrower -61- SILICON VALLEY BANK SCHEDULE TO LOAN AND SECURITY AGREEMENT --------------------------------------------------------------------------- shall cause such UK Guaranty to continue in full force and effect while any obligations remain outstanding. Borrower: Borrower: HATHAWAY CORPORATION HATHAWAY SYSTEMS CORPORATION By /s/Richard D. Smith By /s/ Richard D. Smith Vice President President By /s/ Susan M. Chiarmonte By /s/ Susan M. Chiarmonte Secretary Secretary Borrower: Borrower: HATHAWAY PROCESS INSTRUMENTATION HATHAWAY MOTION CONTROL CORPORATION CORPORATION By /s/ Richard D. Smith By /s/ Richard D. Smith Vice President Vice President By /s/ Susan M. Chiarmonte By /s/ Susan M. Chiarmonte Secretary Secretary Borrower: Borrower: HATHAWAY INDUSTRIAL AUTOMATION, INC. COMPUTER OPTICAL PRODUCTS, INC. By /s/ Richard D. Smith By /s/ Richard D. Smith Vice President Vice President By /s/ Susan M. Chiarmonte By /s/ Susan M. Chiarmonte Secretary Secretary Borrower: Borrower: EMOTEQ CORPORATION TATE INTEGRATED SYSTEMS, INC. By /s/ Richard D. Smith By /s/ Richard D. Smith Vice President Vice President By /s/ Susan M. Chiarmonte By /s/ Susan M. Chiarmonte Secretary Secretary Silicon: SILICON VALLEY BANK By /s/ Chris Hill Title Vice President -62-