EXHIBIT 10.7
AMENDMENT AGREEMENT NUMBER SEVEN
TO LOAN AND SECURITY AGREEMENT
THIS AMENDMENT AGREEMENT NUMBER SEVEN TO LOAN AND SECURITY AGREEMENT (this
"Amendment"), dated as of October 1, 2002, 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, that certain
letter agreement, dated August 30, 2001, that certain Amendment Agreement Number
Three to Loan and Security Agreement, dated October 1, 2001, that certain
Amendment Agreement Number Four to Loan and Security Agreement, dated as of
November 1, 2001, that certain Amendment Agreement Number Five to Loan and
Security Agreement, dated as of December 20, 2001, that certain Amendment
Agreement Number Six to Loan and Security Agreement, dated as of August 30,
2002, that certain Joinder Agreement, dated as of August 30, 2002, between 3D
Systems France SARL ("3D SARL") and Agent (the "French Joinder Agreement"), and
that certain Joinder Agreement, dated August 30, 2002, between 3D Systems GmbH
("3D Systems GmbH") and Agent (the "German Joinder Agreement") (the Loan and
Security Agreement, as amended, shall be referred to herein as 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, pursuant to that certain letter agreement, dated as of August 30,
2002 (the "Modification Letter"), Agent agreed that the delivery of each Lockbox
Agreement (as defined in the French Joinder Agreement and the German Joinder
Agreement, respectively) required under the French Joinder Agreement and the
German Joinder Agreement would be deemed conditions subsequent and Agent waived
the corresponding condition precedent contained in each such joinder agreement
requiring the execution and delivery of each such Lockbox Agreement.
WHEREAS, Borrowers have requested that Lenders agree to extend the deadline
for Borrowers to complete certain unsatisfied conditions subsequent contained in
the Agreement and the Modification Letter.
WHEREAS, Lenders have agreed to Borrowers' requests, subject to the terms
and conditions contained in this Amendment.
Page 1
NOW, THEREFORE, the parties agree as follows:
1. Amendments.
1.1 Section 3.2(b) of the Agreement is deleted in its entirety and is
replaced with the following:
(b) on or before November 30, 2002, deliver to Agent the duly executed
Control Agreements, and each such Control Agreement shall be in full
force and effect; provided, however, that no Control Agreements shall
be required with respect to the following accounts so long as total
funds in each account do not exceed at any time the amount indicated
in parentheses after such account: (i) Account Number 1465-3-01690 at
Bank of America, Woodland Hills, California ($25,000); (ii) Account
Number 89189018 at Bank of America, Hong Kong ($25,000); (iii) Account
Number 606-8019524 at Wells Fargo Bank, Denver, Colorado ($50,000);
(iv) Account number 800-922-7 at Royal Bank of Canada, Chelston Park,
Collymore Rock, St. Michael ($25,000); and (v) Account Number
21105003738322 at Bank of America, San Francisco, California ($25,000;
provided that if this account has not been closed by December 1, 2002,
a Control Agreement must be in place with respect to such account by
such date).
1.2 Section 3.2(f) of the Agreement is deleted in its entirety and is
replaced with the following:
(f) on or before November 30, 2002, deliver to Agent such Collateral
Access Agreements from lessors, warehousemen, bailees, and other third
persons as Agent may require in its Permitted Discretion.
1.3 Section 3.2(h) of the Agreement is deleted in its entirety and is
replaced with the following:
(h) on or before November 30, 2002, 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.
1.4 The deadline set forth in the Modification Letter for delivery of
the duly executed Lockbox Agreement required under the French Joinder Agreement,
as well as the commencement of lockbox services under such Lockbox Agreement, is
extended to November 30, 2002.
1.5 The deadline set forth in the Modification Letter for delivery of
the duly executed Lockbox Agreement required under the German Joinder Agreement,
as well as the
Page 2
commencement of lockbox services under such Lockbox Agreement, is extended to
November 30, 2002.
2. Delivery of French and German Collateral Access Agreements. The
obligation of the Lender Group (or any member thereof) to continue to make
Advances, to issue Letters of Credit or to enter into Foreign Exchange Forward
Contracts (or otherwise extend credit hereunder) is subject to the execution and
delivery of Collateral Access Agreements with respect to the Collateral of 3D
SARL and 3D GmbH, on or before November 30, 2002. The failure of this condition
to be timely satisfied shall constitute an Event of Default.
3. Effective Date of this Amendment, Counterparts. 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. This Amendment may be executed in multiple
counterparts, all of which shall be considered one and the same.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment 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
-------------------------------------
Title: CFO
----------------------------------
3D SYSTEMS, INC.,
a California corporation as a Borrower
By: /S/ E. JAMES SELZER
-------------------------------------
Title: CFO
----------------------------------
Page 3
3D SYSTEMS FRANCE SARL,
as a Borrower
By:
-------------------------------------
Title:
----------------------------------
3D SYSTEMS GMBH,
as a Borrower
By:
-------------------------------------
Title:
----------------------------------
U.S. BANK NATIONAL ASSOCIATION,
as Agent and as a Lender
By: /S/ FRANCIS S. LIM
-------------------------------------
Francis S. Lim, Vice President
BANK OF THE WEST, as successor in
interest to United California Bank,
as a Lender
By: /S/ DAVID G. KRONEN
-------------------------------------
Title: VICE PRESIDENT
----------------------------------
Page 4
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
-----------------------------------
Title: CFO
--------------------------------
Page 5