Exhibit
10.16(v)


 


SECOND AMENDMENT TO

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT


 


THIS SECOND
AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this  “Amendment”) is entered into this 9th day of November, 2007,
but effective as of September 29, 2007, by and among SILICON VALLEY BANK (“Bank”),
MEDECISION, INC., a Pennsylvania corporation (“MEDecision”), and MEDECISION
INVESTMENTS, INC., a Delaware corporation (“MEDecision Investments”; and
together with MEDecision, jointly, severally and collectively, “Borrower”)
whose address is 601 Lee Road, Wayne, Pennsylvania 19087.


 


RECITALS


 


A.                                    Bank
and Borrower have entered into that certain Amended and Restated Loan and
Security Agreement dated as of September 28, 2006 (as the same has been
amended, modified, supplemented or restated, the “Loan Agreement”).


 


B.                                    Bank
has extended credit to Borrower for the purposes permitted in the Loan
Agreement.


 


C.                                    Borrower
has requested that Bank amend the Loan Agreement to (i) extend the Revolving
Line Maturity Date and (ii) make certain other revisions to the Loan Agreement
as more fully set forth herein.


 


D.                                    Bank
has agreed to so amend certain provisions of the Loan Agreement, but only to
the extent, in accordance with the terms, subject to the conditions and in reliance
upon the representations and warranties set forth below.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the
foregoing recitals and other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, and intending to be legally bound,
the parties hereto agree as follows:


 


1.                                      Definitions. Capitalized terms used but not defined in this
Amendment shall have the meanings given to them in the Loan Agreement.


 


2.                                      Amendments to Loan Agreement.


 


2.1                               Section
6.8 (Financial Covenants). Notwithstanding the requirements of Section 6.8
of the Loan Agreement to the contrary, Bank agrees that (i) the adjusted quick
ratio covenant contained in Section 6.8(a) will not be tested for the month ended
September 30, 2007, and (ii) the Tangible Net Worth covenant contained in
Section 6.8(b) will not be tested for the quarter ended September 30, 2007.


 





















 


2.2                               Section
13 (Definitions). The following term and its definition set forth in
Section 13.1 is amended in its entirety and replaced with the following:


 


“Revolving
Line Maturity Date” is December 15, 2007.


 


2.3                               Compliance Certificate. The Compliance Certificate to the Loan
Agreement is replaced in its entirety with Exhibit D attached hereto.


 


3.                                      Limitation of Amendments.


 


3.1                               The
amendments set forth in Section 2, above, are effective for the purposes
set forth herein and shall be limited precisely as written and shall not be
deemed to (a) be a consent to any amendment, waiver or modification of any
other term or condition of any Loan Document, or (b) otherwise prejudice
any right or remedy which Bank may now have or may have in the future under or
in connection with any Loan Document.


 


3.2                               This
Amendment shall be construed in connection with and as part of the Loan
Documents and all terms, conditions, representations, warranties, covenants and
agreements set forth in the Loan Documents, except as herein amended, are
hereby ratified and confirmed and shall remain in full force and effect.


 


4.                                      Representations and Warranties. To induce Bank to enter into this Amendment,
Borrower hereby represents and warrants to Bank as follows:


 


4.1                               Immediately
after giving effect to this Amendment (a) the representations and
warranties contained in the Loan Documents are true, accurate and complete in
all material respects as of the date hereof (except to the extent such
representations and warranties relate to an earlier date, in which case they
are true and correct as of such date), and (b) no Event of Default has
occurred and is continuing;


 


4.2                               Borrower
has the power and authority to execute and deliver this Amendment and to
perform its obligations under the Loan Agreement, as amended by this Amendment;


 


4.3                               The
organizational documents of Borrower delivered to Bank on the Effective Date
remain true, accurate and complete and have not been amended, supplemented or
restated and are and continue to be in full force and effect;


 


4.4                               The
execution and delivery by Borrower of this Amendment and the performance by
Borrower of its obligations under the Loan Agreement, as amended by this
Amendment, have been duly authorized;


 


4.5                               The
execution and delivery by Borrower of this Amendment and the performance by
Borrower of its obligations under the Loan Agreement, as amended by this
Amendment, do not and will not contravene (a) any law or regulation
binding on or affecting Borrower, (b) any contractual restriction with a
Person binding on Borrower, (c) any order, judgment or decree of any court
or other governmental or public body or authority, or subdivision thereof,
binding on Borrower, or (d) the organizational documents of Borrower;


 


2

















 


4.6                               The
execution and delivery by Borrower of this Amendment and the performance by
Borrower of its obligations under the Loan Agreement, as amended by this
Amendment, do not require any order, consent, approval, license, authorization
or validation of, or filing, recording or registration with, or exemption by
any governmental or public body or authority, or subdivision thereof, binding on
Borrower, except as already has been obtained or made; and


 


4.7                               This
Amendment has been duly executed and delivered by Borrower and is the binding
obligation of Borrower, enforceable against Borrower in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, liquidation, moratorium or other similar laws of general
application and equitable principles relating to or affecting creditors’
rights.


 


5.                                      Counterparts. This Amendment may be executed in any number of
counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.


 


6.                                      Effectiveness. This Amendment shall be deemed effective upon
(a) the due execution and delivery to Bank of this Amendment by each party
hereto, (b) Borrower’s payment of a non refundable amendment fee in an amount
equal to Nine Thousand Five Hundred Dollars ($9,500) and (c) payment of
Bank’s legal fees and expenses in connection with the negotiation and
preparation of this Amendment.


 


[Signature page follows.]


 


3

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed and delivered as of the date first
written above.


 


	
  BANK

  	
   

  
	
   

  	
   

  
	
  SILICON VALLEY BANK

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Richard White

  	
   

  	
   

  
	
  Name: Richard White

  	
   

  
	
  Title: Relationship Manager

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BORROWERS

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  MEDECISION, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/
  Carl E. Smith

  	
   

  	
   

  
	
  Name: Carl E. Smith

  	
   

  
	
  Title: Executive Vice President and Chief 

  	
   

  
	
  Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  MEDECISION INVESTMENTS, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Harold F. Kalbach, Jr.

  	
   

  	
   

  
	
  Name: Harold F. Kalbach, Jr.

  	
   

  
	
  Title: Treasurer

  	
   

  
						



 


 


[Signature Page to Second Amendment to Amended and Restated L&SA]


 

















 


EXHIBIT D


 


COMPLIANCE CERTIFICATE


 


	
  TO:

  	
  SILICON VALLEY BANK

  	
   

  	
  Date:

  
	
  FROM: MEDECISION, INC.

  	
   

  	
   

  	
   

  
					



 


The undersigned authorized officer of
MEDecision, Inc. (“Borrower”) certifies that under the terms and conditions of
the Amended and Restated Loan and Security Agreement between Borrower and Bank
(the “Agreement”), (1) Borrower is in complete compliance for the period ending                     
with all required covenants except as noted below, (2) there are no Events of
Default, (3) all representations and warranties in the Agreement are true
and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not
be applicable to any representations and warranties that already are qualified
or modified by materiality in the text thereof; and provided,
further that those representations and warranties expressly
referring to a specific date shall be true, accurate and complete in all
material respects as of such date, (4) Borrower, and each of its Subsidiaries,
has timely filed all required tax returns and reports, and Borrower has timely
paid all foreign, federal, state and local taxes, assessments, deposits and
contributions owed by Borrower except as otherwise permitted pursuant to the
terms of Section 6.8 of the Agreement, and (5) no Liens have been levied or
claims made against Borrower or any of its Subsidiaries relating to unpaid
employee payroll or benefits of which Borrower has not previously provided
written notification to Bank. Attached are the required documents supporting
the certification. The undersigned certifies that these are prepared in
accordance with GAAP consistently applied from one period to the next except as
explained in an accompanying letter or footnotes. The undersigned acknowledges
that no borrowings may be requested at any time or date of determination that
Borrower is not in compliance with any of the terms of the Agreement, and that
compliance is determined not just at the date this certificate is delivered. Capitalized
terms used but not otherwise defined herein shall have the meanings given them
in the Agreement.


 


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


 


	
  Reporting Covenant

  	
   

  	
  Required

  	
   

  	
  Complies

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Monthly financial statements with
  Compliance Certificate

  	
   

  	
  Monthly
  within 30 days

  	
   

  	
  Yes No

  	
   

  
	
  Annual financial statement (CPA Audited) +
  CC

  	
   

  	
  FYE within
  120 days

  	
   

  	
  Yes No

  	
   

  
	
  Field Audits

  	
   

  	
  1x a year

  	
   

  	
  Yes No

  	
   

  
	
  10-Q

  	
   

  	
  Within 45
  days after filing with SEC

  	
   

  	
  Yes No

  	
   

  
	
  10-K and 8-K

  	
   

  	
  Within 90
  days after filing with SEC

  	
   

  	
  Yes No

  	
   

  
	
  Borrowing Base Certificate A/R & A/P
  Agings

  	
   

  	
  Monthly
  within 30 days

  	
   

  	
  Yes No

  	
   

  
	
  Board Projections (Annual internal
  operating plans)

  	
   

  	
  Annually, 30
  days prior to FYE

  	
   

  	
  Yes No

  	
   

  
	
  Board Projections (Annual financial
  projections)

  	
   

  	
  Annually, 15
  days prior to FYE

  	
   

  	
  Yes No

  	
   

  



 


The following Intellectual Property was registered after the Effective
Date (if no registrations, state “None”)    


 

















 


	
  Financial Covenant

  	
   

  	
  Required

  	
   

  	
  Actual

  	
   

  	
  Complies

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
  Minimum Tangible Net Worth (Tested
  Quarterly):

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  March 31 2007

  	
   

  	
  $

  	
  9,000,000

  	
   

  	
  $

  	
   

  	
   

  	
  Yes No

  	
   

  
	
   

  	
  June 30, 2007

  	
   

  	
  $

  	
  9,000,000

  	
   

  	
  $

  	
   

  	
   

  	
  Yes No

  	
   

  
	
   

  	
  September 30, 2007

  	
   

  	
  $

  	
  9,000,000

  	
   

  	
  $

  	
   

  	
   

  	
  Yes No

  	
   

  
	
   

  	
  December 31, 2007

  	
   

  	
  $

  	
  12,000,000

  	
   

  	
  $

  	
   

  	
   

  	
  Yes No

  	
   

  
	
   

  	
  At all times thereafter

  	
   

  	
  $

  	
  12,000,000

  	
   

  	
  $

  	
   

  	
   

  	
  Yes No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
  *Adjusted Quick Ratio (Tested Monthly):

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  February 28, 2007 through September 30,
  2007

  	
   

  	
  1.50:1.00

  	
   

  	
  :1.00

  	
   

  	
  Yes No

  	
   

  
	
   

  	
  October 31, 2007 and at all times
  thereafter

  	
   

  	
  1.75:1.00

  	
   

  	
  :1.00

  	
   

  	
  Yes No

  	
   

  



 






*
not tested for the quarter ended September 30, 2007


 


**
not tested for the month ended September 30, 2007


 


The following financial covenant analyses and
information set forth in Schedule 1 attached hereto are true and accurate as of
the date of this Certificate.


 


The following are the exceptions with respect to the
certification above:  (If no exceptions
exist, state “No exceptions to note.”)


 


 


 


 


 


	
  MEDECISION, INC.

  	
  BANK
  USE ONLY

  
	
   

  	
   

  
	
   

  	
  Received by:

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  AUTHORIZED
  SIGNER

  
	
  Name:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
  Verified

  	
   

  	
   

  
	
   

  	
   

  	
  AUTHORIZED
  SIGNER

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Compliance
  Status:  Yes  No

  
											



 

















 


Schedule 1 to Compliance
Certificate


 


Financial Covenants of Borrower


 


Dated:                               


 


I.                                         Adjusted
Quick Ratio (Section 6.8(a))


 


Required:


 


	
  February 28, 2007 through September 30,
  2007

  	
   

  	
  1.50:1.00

  
	
  October 31, 2007 and at all times
  thereafter

  	
   

  	
  1.75:1.00

  



 


Actual:


 


	
  A.

  	
   

  	
  Aggregate
  value of the unrestricted cash and cash equivalents of Borrower and its
  Subsidiaries

  	
   

  	
  $

  	
   

  	
   

  
	
  B.

  	
   

  	
  Aggregate
  value of accounts receivable of Borrower and its Subsidiaries

  	
   

  	
  $

  	
   

  	
   

  
	
  C.

  	
   

  	
  Aggregate
  value of the Investments with maturities of fewer than 12 months of Borrower
  and it Subsidiaries

  	
   

  	
  $

  	
   

  	
   

  
	
  D.

  	
   

  	
  Quick Assets
  (the sum of lines A through C)

  	
   

  	
  $

  	
   

  	
   

  
	
  E.

  	
   

  	
  Aggregate
  value of Obligations to Bank

  	
   

  	
  $

  	
   

  	
   

  
	
  F.

  	
   

  	
  Aggregate
  value of liabilities that should, under GAAP, be classified as liabilities on
  Borrower’s consolidated balance sheet, including all Indebtedness, and not
  otherwise reflected in line E above that matures within one (1 year)

  	
   

  	
  $

  	
   

  	
   

  
	
  G.

  	
   

  	
  Current
  Liabilities (the sum of lines E and F)

  	
   

  	
  $

  	
   

  	
   

  
	
  H.

  	
   

  	
  50% of deferred
  revenues

  	
   

  	
  $

  	
   

  	
   

  
	
  I.

  	
   

  	
  Line G minus
  line H

  	
   

  	
  $

  	
   

  	
   

  
	
  J.

  	
   

  	
  Adjusted
  Quick Ratio (line D divided by line I)

  	
   

  	
   

  	
   

  



 


Is
line E equal to or greater than         :1:00?


 


              No,
not in compliance                                                                                                                                                           Yes,
in compliance


 

















 


II.                                     Tangible
Net Worth (Section 6.8(b))


 


Required:


 


	
  March 31 2007

  	
   

  	
  $

  	
  9,000,000

  	
   

  
	
  June 30, 2007

  	
   

  	
  $

  	
  9,000,000

  	
   

  
	
  September 30, 2007

  	
   

  	
  $

  	
  9,000,000

  	
   

  
	
  December 31, 2007

  	
   

  	
  $

  	
  12,000,000

  	
   

  
	
  At all times thereafter

  	
   

  	
  $

  	
  12,000,000

  	
   

  



 


Actual:


 


	
  A.

  	
   

  	
  Aggregate value of total assets of Borrower and its Subsidiaries

  	
   

  	
  $

  	
   

  
	
  B.

  	
   

  	
  Aggregate value of goodwill of Borrower and its Subsidiaries

  	
   

  	
  $

  	
   

  
	
  C.

  	
   

  	
  Aggregate value of intangible assets of Borrower and its Subsidiaries
  (including unamortized debt discount and expense, capitalized software,
  deferred tax assets, patents, trade and service marks and names, copyrights
  and research and development expenses except prepaid expenses)

  	
   

  	
  $

  	
   

  
	
  D.

  	
   

  	
  Aggregate value of all notes, accounts receivable and other
  obligations owing to Borrower from its officers or other Affiliates

  	
   

  	
  $

  	
   

  
	
  E.

  	
   

  	
  Aggregate value of any reserves not already deducted from assets

  	
   

  	
  $

  	
   

  
	
  F.

  	
   

  	
  Aggregate value of liabilities that should, under GAAP, be classified
  as liabilities on Borrower’s consolidated balance sheet, including all
  Indebtedness and current portion of Subordinated Debt permitted by Bank to be
  paid by Borrower, but excluding all other Subordinated Debt

  	
   

  	
  $

  	
   

  
	
  G.

  	
   

  	
  Tangible Net Worth (line A minus line B minus line C minus line D
  minus line E minus line F)

  	
   

  	
  $

  	
   

  
									



 


Is
line G equal to or greater than required amount?


 


           No,
not in compliance                                                                                                                                                    Yes,
in compliance