Silicon Valley Bank









Silicon

Valley Bank




Limited Waiver and




Amendment to Loan Documents




 




Borrower:             Network

Computing Devices, Inc.




Date:                      March

4, 2002




 




THIS LIMITED WAIVER AND AMENDMENT

TO LOAN DOCUMENTS is entered into between Silicon Valley Bank

(“Silicon”) and the borrower named above (“Borrower”).




 




The Parties agree to amend

the Loan and Security Agreement between them, dated October 29, 2001 (as

otherwise amended, if at all, the “Loan Agreement”), as follows, effective as

of the date hereof.  (Capitalized terms

used but not defined in this Amendment shall have the meanings set forth in the

Loan Agreement.)




 




 




                1.             Waiver of Default.  Silicon and Borrower agree

that the Borrower’s existing defaults under the Loan o the Borrower’s failure

to comply with the Minimum Tangible Net Worth Financial Covenant set forth in

Section 5 of the Schedule to Loan and Security Agreement entitled “5.  FINANCIAL COVENANTS (Section 5.1),” for the

reporting periods ending November 30, 2001 and December 31, 2001 are hereby

waived.  It is understood by the parties

hereto, however, that such waiver does not constitute a waiver of any other

provision or term of the Loan Agreement or any related document nor an

agreement to waive in the future this covenant or any other provision or term

of the Loan Agreement or any related document.




 




                2.             Modified Credit Limit.  That portion of the Credit

Limit set forth in Section 1 of the Schedule to Loan and Security Agreement

that currently reads as follows:




 




An amount not to exceed the

lesser of:  (i) $5,000,000 at any one time

outstanding (the “Maximum Credit Limit”); or (ii) 60% of the amount of

Borrower’s Eligible Receivables (as defined in Section 8 above).




 




is hereby amended to read as follows:




 





























 




An amount not to exceed the

lesser of:  (i) $2,000,000 at any one time

outstanding (the “Maximum Credit Limit”); or (ii) 50% of the amount of

Borrower’s Eligible Receivables (as defined in Section 8 above).




 




                                3.             Modified Tangible Net Worth

Financial Covenant.  The Minimum

Tangible Net Worth Financial Covenant set forth in that portion of the Schedule

to Loan and Security Agreement entitled “5.  FINANCIAL COVENANTS (Section 5.1)” which

currently reads as follows:




 




	

  Minimum

  TangibleNet Worth:


  	

  Borrower shall maintain a Tangible Net Worth of not

  less than the following amounts as of the end of each month during the

  following periods:


  
	

   


  	

   


  	

   


  
	

   


  	

  Dates


  	

  Tangible Net Worth


  
	

   


  	

  October 1, 2001 to and including December 31, 2001


  	

  $4,500,000


  
	

   


  	

   


  	

   


  
	

   


  	

  January 1, 2002 to and including June 30, 2002


  	

  $4,000,000


  
	

   


  	

   


  	

   


  
	

   


  	

  After June 30, 2002


  	

  $4,500,000


  





 




	

  is hereby amended to read

  as follows:


  	

   


  
	

   


  	

   


  
	

  Minimum Tangible  Net Worth:


  	

  Borrower shall maintain a

  Tangible Net Worth of not less than the following amounts as of the end of

  each month during the following periods:


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  January 1. 2002 through

  and including May 31, 2002: 

  $2,500,000;


  
	

   


  	

   


  
	

   


  	

  June 1, 2002 through and

  including June 30, 2002:  $3,750,000;

  and


  
	

   


  	

   


  
	

   


  	

  After June 30, 2002:  $4,500,000.


  





 




 




                                4.             Fee.  In consideration for Silicon entering into

this Amendment, Borrower shall concurrently pay Silicon a fee in the amount of

$15,000, which shall be non-refundable and in addition to all interest and

other fees payable to Silicon under the Loan Documents.  Silicon is authorized to charge said fee to

Borrower’s loan account.




 




 




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                                5.             Representations True.  Borrower represents and warrants to Silicon

that all representations and warranties set forth in the Loan Agreement, as

amended hereby, are true and correct.




 




                                6.             General Provisions.  This Amendment, the Loan

Agreement, any prior written amendments to the Loan Agreement signed by Silicon

and Borrower, and the other written documents and agreements between Silicon

and Borrower set forth in full all of the representations and agreements of the

parties with respect to the subject matter hereof and supersede all prior

discussions, representations, agreements and under­standings between the

parties with respect to the subject hereof. 

Except as herein expressly amended, all of the terms and provisions of

the Loan Agreement, and all other documents and agreements between Silicon and

Borrower shall continue in full force and effect and the same are hereby

ratified and confirmed.  




 




 




	

  Borrower:


  	

  Silicon:


  
	

   


  	

   


  	

   


  	

   


  
	

   NETWORK COMPUTING

  DEVICES, INC.


  	

  SILICON VALLEY BANK


  
	

   


  	

   


  	

   


  	

   


  
	

  By


  	

  Michael A. Garner


  	

   


  	

  By


  	

  Arlene Soriano


  
	

   


  	

  President or Vice President


  	

   


  	

   


  
	

   


  	

   


  	

  Title


  	

  VP Market Manager


  
	

  By


  	

  Rudolph G. Morin


  	

   


  	

   


  	

   


  
	

   


  	

  Secretary or Ass’t Secretary


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
							





 




 




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