EXHIBIT 10.3
AMENDMENT AGREEMENT NUMBER THREE
TO LOAN AND SECURITY AGREEMENT
THIS AMENDMENT AGREEMENT NUMBER THREE TO LOAN AND SECURITY AGREEMENT (this
"Amendment"), dated as of October _, 2001, is entered into between and among, on
the one hand U.S. BANK NATIONAL ASSOCIATION, as a lender and as the arranger and
administrative agent ("Agent") for the lenders that become members of the Lender
Group pursuant to the terms of the Agreement (as that term is defined below)
(such lenders, together with their respective successors and assigns, are
referred to hereinafter each individually as a "Lender" and collectively as the
"Lenders"), and, on the other hand, 3D SYSTEMS CORPORATION, a Delaware
corporation ("Parent"), and each of Parent's Subsidiaries identified on the
signature pages hereof (such Subsidiaries, together with Parent, are referred to
hereinafter each individually as a "Borrower," and individually and
collectively, jointly and severally, as the "Borrowers") and amends that certain
Loan and Security Agreement, dated as of May 21, 2001, between and among Agent
and Borrowers, as amended by that certain Amendment Agreement Number One to Loan
and Security Agreement, dated July 26, 2001, that certain Amendment Agreement
Number Two to Loan and Security Agreement, dated August 16, 2001, and that
certain letter agreement, dated August 30, 2001, between Agent, on the one hand,
and Borrowers, on the other hand (as amended, the "Agreement"). All terms which
are defined in the Agreement shall have the same definition when used herein
unless a different definition is ascribed to such term under this Amendment, in
which case, the definition contained herein shall govern. This Amendment is
entered into in light of the following facts:
RECITALS
WHEREAS, Borrowers, among other things, have requested that Lenders agree
to (i) extend the deadline for Borrowers to complete certain unsatisfied
conditions subsequent contained in the Agreement, and (ii) change the account in
which Borrower's Collections are swept.
WHEREAS, Lenders have agreed to Borrowers' requests on the terms and
conditions set forth herein.
NOW, THEREFORE, the parties agree as follows:
1. SECTION 1.1 of the Agreement is amended by adding the following
definition:
"OPERATING ACCOUNT means account number 1534 918 10963 maintained with
U.S. Bank and is an operating account of Administrative Borrower."
2. SECTION 2.5 of the Agreement is deleted in its entirety and replaced
with the following:
"If, at any time or for any reason, the amount of Obligations owed by
Borrowers to the Lender Group pursuant to SECTIONS 2.1, 2.12 AND 2.13 is
greater than either the Dollar or percentage limitations set forth in
SECTIONS 2.1, 2.12 OR 2.13 (an "OVERADVANCE"), then, subject to the
immediately succeeding sentence, Borrowers
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immediately shall pay to Agent, in cash, the amount of such excess, which
amount shall be used by Agent to reduce the Obligations in accordance with
the priorities set forth in SECTION 2.4(B). The preceding sentence shall
not apply to (i) that portion of the Overadvances, if any, that arises
between the Closing Date and the date the Merger is consummated which would
be eliminated if DTM Corporation was a Borrower hereunder from and after
the Closing Date and its "Eligible" accounts and "Eligible" inventory
(based upon the standards for Eligible Accounts and Eligible Inventory)
were included in the Borrowing Base, and (ii) that portion of the
Overadvances, if any, that arises between the Closing Date and January 1,
2002, which would be eliminated if the accounts of the Foreign Subsidiaries
arising from the sale of goods or rendition of services were deemed to be
Accounts of the Borrowers. In addition, Borrowers hereby promise to pay the
Obligations (including principal, interest, fees, costs, and expenses) in
Dollars in full to the Lender Group as and when due and payable under the
terms of this Agreement and the other Loan Documents."
3. SECTION 2.7(B) of the Agreement is deleted in its entirety and is
replaced with the following:
"(b) Each Cash Management Bank shall establish and maintain Cash
Management Agreements with Agent and Borrowers, in form and substance
acceptable to Agent. Each such Cash Management Agreement shall provide,
among other things, that (i) all items of payment deposited in such Cash
Management Account and proceeds thereof are held by such Cash Management
Bank as agent or bailee-in-possession for Agent, (ii) the Cash Management
Bank has no rights of setoff or recoupment or any other claim against the
applicable Cash Management Account other than for payment of its service
fees and other charges directly related to the administration of such Cash
Management Account and for returned checks or other items of payment, and
(iii) the Cash Management Bank immediately will forward by daily sweep all
amounts in the applicable Cash Management Account to the Operating Account
so long as it has not received notice from Agent that a Default or Event of
Default has occurred and is continuing, in which case, upon its receipt of
such notice from Agent, the Cash Management Bank will immediately begin
forwarding such daily sweeps to Agent's Account."
4. SECTION 3.2(B) of the Agreement is deleted in its entirety and is
replaced with the following:
"(b) on or before October 31, 2001, deliver to Agent the duly executed
Control Agreements, and each such Control Agreement shall be in full force
and effect;"
5. SECTION 3.2(C) of the Agreement is deleted in its entirety and is
replaced with the following:
"(c) on or before November 30, 2001, deliver to Agent the duly
executed Cash Management Agreements, and each such Cash Management
Agreement shall be in full force and effect;"
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6. SECTION 3.2(F) of the Agreement is deleted in its entirety and is
replaced with the following:
"(f) on or before October 31, 2001, deliver to Agent such Collateral
Access Agreements from lessors, warehousemen, bailees, and other third
persons as Agent may require in its Permitted Discretion."
7. SECTION 3.2(H) of the Agreement is deleted in its entirety and is
replaced with the following:
"(h) on or before October 31, 2001, Agent shall have received an
opinion of Borrowers' Colorado counsel in form and substance reasonably
satisfactory to Agent and all information and opinions reasonably required
by Agent's United Kingdom counsel in order to issue an opinion reasonably
satisfactory to Agent shall have been delivered by Borrowers to Agent's
United Kingdom counsel."
8. A new Section 3.2(i) is added to the Agreement to provide as follows:
"(i) on or before October 31, 2001, deliver to Agent a completed
Schedule 5.8(c) of this Agreement respecting the Capitalization of
Borrower's Subsidiaries."
9. This Amendment may be executed in any number of counterparts and by
different parties on separate counterparts, each of which when so executed and
delivered shall be deemed to be an original. All such counterparts, taken
together, shall constitute but one and the same Amendment. This Amendment shall
become effective upon the execution of a counterpart of this Amendment by each
of the parties hereto.
10. This Amendment shall be deemed effective as of the date first
hereinabove written and shall have no retroactive effect whatsoever. Except as
specifically amended herein, the Agreement shall remain in full force and effect
without any other changes, amendments or modifications.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.
3D SYSTEMS CORPORATION,
a Delaware corporation as Administrative
Borrower and as a Borrower
By: /S/ E. JAMES SELZER
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Title: CFO
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3D SYSTEMS, INC.,
a California corporation as a Borrower
By: /S/ E. JAMES SELZER
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Title: CFO
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3D CAPITAL CORPORATION,
a California corporation, as a Borrower
By: /S/ E. JAMES SELZER
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Title: CFO
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U.S. BANK NATIONAL ASSOCIATION,
as Agent and as a Lender
By: /S/ FRANCIS S. LIM
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Francis S. Lim, Vice President
UNITED CALIFORNIA BANK,
as a Lender
By: /S/ DAVID G. KRONEN
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Title: VICE PRESIDENT
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REAFFIRMATION OF GUARANTY
The undersigned has executed a Continuing Guaranty ("Guaranty") in favor of
Lenders respecting the obligations of Borrowers owing to Lenders. The
undersigned acknowledges the terms of the above Amendment and reaffirms and
agrees that the Guaranty remains in full force and effect; nothing in such
Continuing Guaranty obligates Lenders to notify the undersigned of any changes
in the financial accommodations made available to Borrowers or to seek
reaffirmations of the Guaranty; and no requirement to so notify the undersigned
or to seek reaffirmations in the future shall be implied by the execution of
this reaffirmation.
3D HOLDINGS, LLC,
a Delaware limited liability company
By: /S/ E. JAMES SELZER
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Title: CFO
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