exv10w22w6



 






Exhibit 10.22.6




FOURTH AMENDMENT

TO

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT




     This Fourth Amendment to Amended and Restated Loan and Security Agreement is entered into as
of March 14, 2005 (the “Amendment”), by and between COMERICA BANK, successor by merger to Comerica
Bank — California (“Bank”) and MANTAS, INC. (“Borrower”).



RECITALS




     Borrower and Bank are parties to that certain Amended and Restated Loan and Security Agreement
dated as of December 15, 2002, as amended, including without limitation by that certain Loan
Extension dated as of December 14, 2003, that certain First Amendment to Amended and Restated Loan
and Security Agreement dated as of March 19, 2004, that certain Second Amendment to amended and
Restated Loan and Security Agreement dated as of March 31, 2004 and that certain Third Amendment to
Amended and Restated Loan and Security Agreement dated as of January 28, 2005 (collectively, the
“Agreement”). The parties desire to amend the Agreement in accordance with the terms of this
Amendment.



     NOW, THEREFORE, the parties agree as follows:



     1. The first sentence of Section 2.1(b)(i) of the Agreement is hereby amended to read as
follows: “Subject to and upon the terms and conditions of this Agreement, Borrower may request
Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Committed Revolving
Line or (ii) the Borrowing Base minus, in each case, the aggregate face amount of all
outstanding Letters of Credit.”



     2. Section 2.2 of the Agreement is hereby amended in its entirety to read as follows:




2.2 Overadvances. If, at any time, the aggregate amount of the outstanding
Advances exceeds the lesser of (i) the Committed Revolving Line or (ii) the
Borrowing Base minus, in each case, the aggregate face amount of all
outstanding Letters of Credit, Borrower shall immediately pay to Bank, in cash, the
amount of such excess.



     3. A new Section 2.8 is hereby added to the Agreement to read as follows:




2.8 Lockbox. As of June 14, 2005 and at all times thereafter, Borrower
shall cause all remittances made by any account debtor for any Accounts to be made
to a lock box (the “Lockbox”) maintained with Bank. Unless otherwise directed by
Bank in writing, all invoices and other instructions submitted by Borrower to an
account debtor relating to Account payments shall designate the Lockbox as the place
to which such payments shall be made. Notwithstanding anything to the contrary
contained in this Agreement, “Revolving Line” shall mean a credit extension of up to
$3,500,000 until such time as Borrower has caused all remittances made by any
account debtor for any Accounts to be made to the Lockbox.



     4. Section 5.3 of the Agreement is hereby amended in its entirety to read as follows:




5.3 Collateral and Bona Fide Eligible Accounts. Borrower has good title to
the Collateral, free and clear of Liens, except for Permitted Liens. The Eligible
Accounts are bona fide existing obligations. The property and services giving rise
to such Eligible Accounts has been delivered or rendered to the account debtor or to
the account debtor’s agent for immediate shipment to and unconditional acceptance by
the account debtor. Borrower has not received notice of actual or imminent
Insolvency Proceeding of any account debtor whose accounts are included in any
Borrowing Base Certificate as an Eligible Account. All Inventory is in all
material respects of



1









 






good and marketable quality, free from all material defects,
except for Inventory for which adequate reserves have been made.



     5. The second and fourth paragraphs of Section 6.2 of the Agreement, labeled (a) and (c), are
hereby amended to read as follows:




     (a) Within twenty (20) days after the last day of each month and with each
request for a Credit Extension which brings the aggregate outstanding balance of all
Credit Extensions in excess of $3,500,000, Borrower shall deliver to Bank a
Borrowing Base Certificate signed by a Responsible Officer in substantially the form
of Exhibit D hereto, together with aged listings of accounts receivable and accounts
payable of Borrower and Sotas.




     (c) Bank shall have a right from time to time hereafter to audit Borrower’s
Accounts and appraise Collateral at Borrower’s expense, provided that such
audits will be conducted no more often than every six (6) months, unless an Event of
Default has occurred and is continuing. The obligation of Bank to make each Credit
Extension is subject to the condition that Bank shall have obtained results
satisfactory to Bank of an audit and appraisal of Borrower’s Accounts and Collateral
within the six (6) months prior to such Credit Extension. The obligation of Bank to
make the next Credit Extension after March 14, 2005 which brings the aggregate
balance of the outstanding Credit Extensions in excess of $3,500,000 is subject to
the condition that Bank shall have obtained results satisfactory to Bank of such an
audit.



     6. Section 6.6 of the Agreement is hereby amended in its entirety to read as follows:




     6.6 Primary Depository. On or before May 14, 2005, all Borrower’s accounts at
Sun Trust shall be closed, and Borrower shall thereafter maintain all payroll, depository,
and operating accounts with Bank.



     7. Section 6.7(a) of the Agreement is hereby amended in its entirety to read as follows:




     6.7 Financial Covenants.




     (a) Quick Ratio. Borrower shall maintain at all times, a ratio
of Quick Assets to Current Liabilities plus, to the extent not already
included therein, all Indebtedness (including without limitation any
Contingent Obligations) owing from Borrower to Bank, less deferred revenue,
of at least 1.40 to 1.00. The portion of Borrower’s Quick Assets made up of
unrestricted cash shall not be less than Two Million Dollars ($2,000,000) at
any time and shall be maintained with Bank. Borrower authorizes Bank to
decline to honor any checks, drafts or other items of payment or directions
to wire or otherwise transfer funds from Bank if, after giving effect to the
payment of any such item or pursuant to such transfer request, Borrower
would not be in compliance with this Section 6.7(a).



     8. Section 6.7(b) of the Agreement is hereby amended to read as follows:




     (b) [Intentionally Omitted.]



     9. Section 6.7(c) is hereby added to Section 6.7 of the Agreement to read as follows:




     (c) EBITDA. Borrower shall maintain at all times during which
the aggregate amount of all outstanding Credit Extensions is greater than
$3,500,000, an EBITDA for the periods set forth on Schedule 1
attached hereto and incorporated herein by reference, in an amount no less
than the amount set forth below the corresponding
period on Schedule 1. As used herein, “EBITDA” means Borrower’s net
income plus interest, taxes, depreciation, amortization and non-cash stock
compensation expenses.



2









 





     10. A new paragraph is hereby added to the end of Section 6.7 to read as follows: “Borrower
shall only be required to comply with Sections 6.7(a) and 6.7(c) (the “Financial Covenants”) when
the aggregate balance of the outstanding Credit Extensions is in excess of $3,500,000. It shall be
a condition precedent to Borrower’s request of any Credit Extension which would bring the aggregate
balance of the outstanding Credit Extensions in excess of $3,500,000 that Borrower be in compliance
with the Financial Covenants on the date of such request and on a pro forma basis for the month
ended immediately prior to such request. Borrower shall have the ability to cure any failure to
comply with a Financial Covenant by immediately repaying such Credit Extensions as are necessary to
bring the aggregate balance of the outstanding Credit Extensions to an amount which is $3,500,000
or less provided that, notwithstanding anything to the contrary contained in this Agreement, unless
otherwise agreed to by Bank in writing, thereafter, “Revolving Line” shall mean a credit extension
of up to $3,500,000.”



     11. The following defined terms are hereby amended in Exhibit A to the Agreement to
read as follows:




               “Borrowing Base” means an amount (the “Formula”) equal to (i) $3,500,000 plus
(ii) eighty percent (80%) of Eligible Accounts plus an amount equal to the lesser of
(i) sixty percent (60%) of Eligible Exception Accounts, or (ii) $2,000,000, as
determined by Bank with reference to the most recent Borrowing Base Certificate
delivered by Borrower, provided that Bank may modify the Formula from time to time
based upon receipt of the results of an audit of Borrower’s or Sotas’ Accounts.




               “Committed Revolving Line” means a credit extension of up to Seven Million
Dollars ($7,000,000).




               “Eligible Accounts” means those billed Accounts of Borrower or Sotas that arise
in the ordinary course of Borrower’s and Sotas’ business, that are paid into the
Lockbox, and that comply with all of Borrower’s representations and warranties to
Bank set forth in Section 5.3; provided, that Bank may change the standards of
eligibility by giving Borrower thirty (30) days prior written notice. Unless
otherwise agreed to by Bank, Eligible Accounts shall not include the following:




               (a) Accounts that the account debtor has failed to pay within ninety (90) days
of invoice date;




               (b) Accounts with respect to an account debtor, twenty-five percent (25%) of
whose Accounts the account debtor has failed to pay within ninety (90) days of
invoice date;




               (c) Accounts with respect to which the account debtor is an officer, employee,
or agent of Borrower or Sotas;




               (d) Accounts with respect to which goods are placed on consignment, guaranteed
sale, sale or return, sale on approval, bill and hold, or other terms by reason of
which the payment by the account debtor may be conditional;




               (e) Accounts with respect to which the account debtor is an Affiliate of
Borrower or Sotas;




               (f) Accounts with respect to which the account debtor does not have its
principal place of business in the United States, except for Eligible Foreign
Accounts;




               (g) Accounts with respect to which the account debtor is the United States or
any department, agency, or instrumentality of the United States except for Accounts
of the United States if the payee has assigned its payment rights to Bank and the
assignment has been acknowledged under the Assignment of Claims Act of 1940 (31
U.S.C. 3727);



3









 






               (h) Accounts with respect to which Borrower or Sotas is liable to the account
debtor for goods sold or services rendered by the account debtor to Borrower or
Sotas (including without limitation invoices for down payments for deployment
services and licenses), but only to the extent of any amounts owing to the account
debtor against amounts owed to Borrower or Sotas;




               (i) Accounts with respect to an account debtor (to which (j) does not apply),
including Subsidiaries and Affiliates, whose total obligations to Borrower or Sotas
exceed twenty-five percent (25%) of all Accounts, to the extent such obligations
exceed the aforementioned percentage, except as approved in writing by Bank;




               (j) Accounts with respect to a domestic account debtor, including Subsidiaries
and Affiliates, whose credit rating is at least Baa1/BBB+ from either Standard &
Poor’s Corporation or Moody’s Investors Service and whose total obligations to
Borrower or Sotas exceed thirty five percent (35%) of all Accounts, to the extent
such obligations exceed the aforementioned percentage, except as approved in writing
by Bank;




               (k) Accounts with respect to which the account debtor disputes liability or
makes any claim with respect thereto as to which Bank believes, in its sole
discretion, that there may be a basis for dispute (but only to the extent of the
amount subject to such dispute or claim), or is subject to any Insolvency
Proceeding, or becomes insolvent, or goes out of business;




               (l) Credit balances over 90 days from invoice date; and




               (m) Accounts the collection of which Bank reasonably determines after inquiry
and consultation with Borrower or Sotas to be doubtful.




               “Eligible Exception Accounts” means those Accounts, including certain foreign
receivables with investment grade ratings which are not insured or supported by
letters of credit, advanced billed account receivables and progress billed account
receivables, that Bank determines in its sole discretion to lend against which would
not otherwise be Eligible Accounts or Eligible Foreign Accounts.




               “Revolving Maturity Date” means January 31, 2006.




               “Sotas” means Sotas, Inc.




12. A new Section 13 is hereby added to the Agreement to read as follows:




13. REFERENCE PROVISION. The parties prefer that any dispute between them be
resolved in litigation subject to a Jury Trial Waiver as set forth in Section 11 of this
Agreement, but the availability of that process is in doubt because of the opinion of the
California Court of Appeal in Grafton Partners LP v. Superior Court, 9 Cal.Rptr.3d 511.
This Reference Provision will be applicable until the California Supreme Court completes its
review of that case, and will continue to be applicable if either that court or a California
Court of Appeal publishes a decision holding that a pre-dispute Jury Trial Waiver provision
similar to that contained in the Loan Documents is invalid or unenforceable. Delay in
requesting appointment of a referee pending review of any such decision, or participation in
litigation pending review, will not be deemed a waiver of this Reference Provision.




13.1 Mechanics.




     (i) Other than (i) nonjudicial foreclosure of security interests in real or personal
property, (ii) the appointment of a receiver or (iii) the exercise of other provisional
remedies (any of which may be initiated pursuant to applicable law), any controversy,
dispute or claim (each, a “Claim”) between the



4









 






parties arising out of or relating to this
Agreement or any other document, instrument or agreement between the Bank and the
undersigned (collectively in this Section, the “Loan Documents”), will be resolved by a
reference proceeding in California in accordance with the provisions of Section 638 et seq.
of the California Code of Civil Procedure (“CCP”), or their successor sections, which shall
constitute the exclusive remedy for the resolution of any Claim, including whether the Claim
is subject to the reference proceeding. Except as otherwise provided in the Loan Documents,
venue for the reference proceeding will be in the Superior Court or Federal District Court
in the County or District where venue is otherwise appropriate under applicable law (the
“Court”).




     (ii) The referee shall be a retired Judge or Justice selected by mutual written
agreement of the parties. If the parties do not agree, the referee shall be selected by the
Presiding Judge of the Court (or his or her representative). A request for appointment of a
referee may be heard on an ex parte or expedited basis, and the parties agree that
irreparable harm would result if ex parte relief is not granted. The referee shall be
appointed to sit with all the powers provided by law. Each party shall have one peremptory
challenge pursuant to CCP §170.6. Pending appointment of the referee, the Court has power
to issue temporary or provisional remedies.




     (iii) The parties agree that time is of the essence in conducting the reference
proceedings. Accordingly, the referee shall be requested to (a) set the matter for a status
and trial-setting conference within fifteen (15) days after the date of selection of the
referee, (b) if practicable, try all issues of law or fact within ninety (90) days after the
date of the conference and (c) report a statement of decision within twenty (20) days after
the matter has been submitted for decision. Any decision rendered by the referee will be
final, binding and conclusive, and judgment shall be entered pursuant to CCP §644.




     (iv) The referee will have power to expand or limit the amount and duration of
discovery. The referee may set or extend discovery deadlines or cutoffs for good cause,
including a party’s failure to provide requested discovery for any reason whatsoever.
Unless otherwise ordered, no party shall be entitled to “priority” in conducting discovery,
depositions may be taken by either party upon seven (7) days written notice, and all other
discovery shall be responded to within fifteen (15) days after service. All disputes
relating to discovery which cannot be resolved by the parties shall be submitted to the
referee whose decision shall be final and binding.




13.2 Procedures. Except as expressly set forth in this Agreement, the referee shall
determine the manner in which the reference proceeding is conducted including the time and
place of hearings, the order of presentation of evidence, and all other questions that arise
with respect to the course of the reference proceeding. All proceedings and hearings
conducted before the referee, except for trial, shall be conducted without a court reporter,
except that when any party so requests, a court reporter will be used at any hearing
conducted before the referee, and the referee will be provided a courtesy copy of the
transcript. The party making such a request shall have the obligation to arrange for and
pay the court reporter. Subject to the referee’s power to award costs to the prevailing

party, the parties will equally share the cost of the referee and the court reporter at
trial.




13.3 Application of Law. The referee shall be required to determine all issues in
accordance with existing case law and the statutory laws of the State of California. The
rules of evidence applicable to proceedings at law in the State of California will be
applicable to the reference proceeding. The referee shall be empowered to enter equitable
as well as legal relief, provide all temporary or provisional remedies, enter equitable
orders that will be binding on the parties and rule on any motion which would be authorized
in a trial, including without limitation motions for summary judgment or summary
adjudication . The referee shall issue a decision at the close of the reference proceeding
which disposes of all claims of the parties that are the subject of the reference. The
referee’s decision shall be entered by the Court as a judgment or an order in the same
manner as if the action had been tried by the Court. The parties reserve the right to
appeal from the final judgment or order or from any appealable decision or order entered by
the referee. The parties reserve the right to findings of fact, conclusions of laws, a
written statement of



5









 






decision, and the right to move for a new trial or a different
judgment, which new trial, if granted, is also to be a reference proceeding under this
provision.




13.4  Repeal. If the enabling legislation which provides for appointment of a
referee is repealed (and no successor statute is enacted), any dispute between the parties
that would otherwise be determined by reference procedure will be resolved and determined by
arbitration. The arbitration will be conducted by a retired judge or Justice, in accordance
with the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to
time. The limitations with respect to discovery set forth above shall apply to any such
arbitration proceeding.




13.5 THE PARTIES RECOGNIZE AND AGREE THAT ALL DISPUTES RESOLVED UNDER THIS REFERENCE
PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY, AND THAT THEY ARE IN EFFECT
WAIVING THEIR RIGHT TO TRIAL BY JURY IN AGREEING TO THIS REFERENCE PROVISION. AFTER
CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH
PARTY KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE
PROVISION WILL APPLY TO ANY DISPUTE BETWEEN THEM WHICH ARISES OUT OF OR IS RELATED TO THIS
AGREEMENT OR THE LOAN DOCUMENTS.



        13. Schedule 1 is hereby added to and incorporated by this reference into the
Agreement to read as Schedule 1 attached hereto.



        14. Exhibit D to the Agreement is hereby amended in its entirety to read as
Exhibit D attached hereto.



        15. Exhibit E to the Agreement is hereby amended in its entirety to read as
Exhibit E attached hereto.



        16. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as
defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and
effect in accordance with its respective terms and hereby is ratified and confirmed in all
respects. Except as expressly set forth herein, the execution, delivery, and performance of this
Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of
Bank under the Agreement, as in effect prior to the date hereof. Borrower ratifies and reaffirms
the continuing effectiveness of all promissory notes, guaranties, security agreements, mortgages,
deeds of trust, environmental agreements, and all other instruments, documents and agreements
entered into in connection with the Agreement, except to the extent such security interest are
being released pursuant to Section 17 below.



        17. Borrower represents and warrants that the representations and warranties contained in the
Agreement are true and correct as of the date of this Amendment, and that no Event of Default has
occurred and is continuing.



        18. This Amendment may be executed in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one instrument.



        19. As a condition to the effectiveness of this Amendment, Bank shall have received, in form
and substance satisfactory to Bank, the following:



            (a) this Amendment, duly executed by Borrower;



            (b) Affirmation and Amendment to Guaranty (Safeguard);



            (c) Affirmation of Guaranty (Sotas);



            (d) disbursement instructions, agreement to provide insurance, and automatic debit
authorization;



            (e) good standing certificates for Sotas issued by each of the Virginia Secretary of State,
the Delaware Secretary of State and the Maryland Secretary of State on or before April 14, 2005;



6









 





            (f) a nonrefundable amendment fee equal to $3,000 plus an amount equal to all Bank Expenses
incurred through the date of this Amendment; and



            (g) such other documents, and completion of such other matters, as Bank may reasonably deem
necessary or appropriate.



     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.




	 	 	 	 	 
	 	 	MANTAS, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Daniel Ilisivech
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Title:
	 	CFO
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Name:
	 	Daniel Ilisivech
	

	 	 	 	 
	 
	 	 	 	 
	 	 	COMERICA BANK
	 
	 	 	 	 
	

	 	By:
	 	/s/ Joseph Crayton
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Title:
	 	Vice President
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Name:
	 	Joseph Crayton
	

	 	 	 	 






7









 






EXHIBIT D




BORROWING BASE CERTIFICATE










	 	 	 
	Borrower: MANTAS, INC.

	 	Lender: Comerica Bank
	 
	 	 
	Commitment Amount: $7,000,000
	 	 












	 	 	 	 	 	 	 	 	 	 	 	 	 
	ACCOUNTS RECEIVABLE (MANTAS, INC.)	 	 	 	 	 	 	 	 
	 
	 	1.	 	Accounts Receivable Book Value as of ___	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	2.	 	Additions (please explain on reverse)	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	3.	 	TOTAL ACCOUNTS RECEIVABLE  (MANTAS, INC.)	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ACCOUNTS RECEIVABLE (SOTAS, INC.)	 	 	 	 	 	 	 	 
	 
	 	4.	 	Accounts Receivable Book Value as of ___	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	5.	 	Additions (please explain on reverse)	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	6.	 	TOTAL ACCOUNTS RECEIVABLE (SOTAS, INC.)	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ACCOUNTS RECEIVABLE (MANTAS, INC. and SOTAS, INC.)	 	 	 	 	 	 	 	 
	 
	 	7.	 	TOTAL ACCOUNTS RECEIVABLE (MANTAS,
INC. and SOTAS, INC.) (#3 plus #6)	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)	 	 	 	 	 	 	 	 
	 
	 	8.	 	Amounts over 90 days due	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	9.	 	Balance of 25% over 90 day accounts	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	10.	 	Concentration Limits	 	 	 	 	 	 	 	 
	 
	 	11.	 	Foreign Accounts	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	12.	 	Governmental Accounts	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	13.	 	Contra Accounts	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	14.	 	Demo Accounts	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	15.	 	Intercompany/Employee Accounts	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	16.	 	Other (please explain on reverse)	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	17.	 	TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	18.	 	Eligible Accounts (#7 minus #17)	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	19.	 	Eligible Exception Accounts (no greater than $2,000,000)	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	20.	 	LOAN VALUE OF ACCOUNTS (80% of #18 plus 60% of #19)	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	BALANCES	 	 	 	 	 	 	 	 
	 
	 	21.	 	Maximum Loan Amount	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	22.	 	Total Funds Available [Lesser of #21 or #20 plus $3,500,000]	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	23.	 	Present balance owing on Line of Credit	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	24.	 	Outstanding under Sublimits (Letters of Credit)	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	25.	 	RESERVE POSITION (#22 minus #23 and #24)	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 






The undersigned represents and warrants that the foregoing is true, complete and correct, and that
the information reflected in this Borrowing Base Certificate complies with the representations and
warranties set forth in the Amended and Restated Loan and Security Agreement between the
undersigned and Comerica Bank.



	 	 	 	 	 	 
	MANTAS, INC.	 	 	 
	 
	 	 	 	 	 
	By:
	 	 	 	 	 
	 	 	 	 
	

	 	 	 	Authorized Signer






8









 






EXHIBIT E

COMPLIANCE CERTIFICATE





TO: COMERICA BANK

FROM: MANTAS, INC.




The undersigned authorized officer of MANTAS, INC. hereby certifies that in accordance with the
terms and conditions of the Amended and Restated Amended and Restated Loan and Security Agreement
between Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance for the period
ending ________with all required covenants, including without limitation the ongoing
registration of intellectual property rights in accordance with Section 6.8, except as noted below
and (ii) all representations and warranties of Borrower stated in the Agreement are true and
correct in all material respects as of the date hereof. Attached herewith are the required
documents supporting the above certification. The Officer further certifies that these are
prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently
applied from one period to the next except as explained in an accompanying letter or footnotes.




Please indicate compliance status by circling Yes/No under “Complies” column.



	 	 	 	 	 	 	 
	Reporting Covenant	 	Required	 	Complies	 	 
	Monthly financial statements

	 	Monthly within 30 days
	 	Yes
	 	No
	Annual (CPA Audited)

	 	FYE within 120 days
	 	Yes
	 	No
	10K and 10Q

	 	(as applicable)
	 	Yes
	 	No
	A/R & A/P Agings, Borrowing Base Cert.

	 	Monthly within 20 days w/Advances of
$3,500,000 or greater
	 	Yes
	 	No
	A/R Audit

	 	Initial, prior to borrowing under formula
portion of Borrowing Base and Semi-annual
	 	Yes
	 	No
	IP Report

	 	Quarterly within 30 days
	 	Yes
	 	No
	Projections

	 	11/30/05
	 	Yes
	 	No






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Financial Covenants	 	Required	 	 	Actual	 	 	Applicable	 	 	Complies	 	 	 	 	 
	(required when Advances exceed $3,500,000)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Minimum Quick Ratio
	 	 	1.40:1.00	*	 	 	____:1.00	 	 	 	N/A	 	 	Yes	 	No
	EBITDA
	 	 	*	*	 	$	—	 	 	 	N/A	 	 	Yes	 	No












	 	 	*Including at least $2,000,000 in unrestricted cash. The accounts receivable portion of the Minimum Quick
Ratio shall be calculated based on reports prepared by Borrower, not Borrower’s auditors (grosses down A/R and
deferred revenues).
	 
	 	 	**See Schedule 1







	 
	Comments Regarding Exceptions: See Attached.

	 

	Sincerely,

	 

	SIGNATURE

	 

	TITLE

	 

	DATE













	 	 	 
	BANK USE ONLY

	 
	 	 
	Received by:
	 	 
	

	 	 
	AUTHORIZED SIGNER






	 	 	 
	Date:
	 	 
	

	 	 






	 	 	 
	Verified:
	 	 
	

	 	 
	AUTHORIZED SIGNER






	 	 	 
	Date:
	 	 
	

	 	 






	 	 	 	 	 
	Compliance Status

	 	Yes
	 	No
	 














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