Exhibit 10.1


 


AMENDMENT NO. 1 TO 


LOAN AND SECURITY AGREEMENT


 


AMENDMENT
NO. 1 dated as of July 22, 2005 TO LOAN AND SECURITY AGREEMENT among
SILICON VALLEY BANK (“Bank”), 3D SYSTEMS CORPORATION, a Delaware corporation
(the “Company”), and its Subsidiary, 3D SYSTEMS, INC., a California corporation
(“3D California;” the Company and 3D California being herein individually
referred to as a “Borrower” and collectively referred to herein, jointly and
severally, as the “Borrowers”), joined in for the purposes of Sections 17 and
18 of this Amendment by (i) 3D HOLDINGS LLC, a Delaware limited liability
company, (ii) 3D SYSTEMS ASIA PACIFIC LIMITED, a California corporation,
and (iii) 3D CAPITAL CORPORATION, a California corporation (each
individually being herein individually referred to as a “Guarantor” and
collectively referred to herein, jointly and severally, as the “Guarantors”).


 


WITNESSETH:


 


WHEREAS,
the Bank and the Borrowers are parties to a Loan and Security Agreement dated
as of June 30, 2004 (the “Credit Agreement”) and the other Loan Documents
provided for in the Credit Agreement; 


 


WHEREAS,
the parties desire to amend certain provisions of the Credit Agreement as set
forth in this Amendment; 


 


WHEREAS,
the Guarantors have guaranteed the Obligations of the Borrowers pursuant to the
Guaranties; and 


 


WHEREAS,
terms used herein in capitalized form that are not defined herein are used
herein as defined in the Credit Agreement;


 


NOW,
THEREFORE, the parties agree as follows:


 


Section 1.  Effective Date.  The amendments to the Credit Agreement set
forth herein shall be effective as of June 30, 2005 (the “First Amendment
Effective Date”).


 


Section 2.  Closing Fee.  Borrowers shall pay a closing fee in the
amount of $18,750 which shall be fully earned and due and payable promptly
after the execution of Amendment No. 1 to Loan and Security Agreement,
dated as of July 22, 2005.


 


Section 3.  Financial Statements, Reports,
Certificates. 
Section 6.2(a)(vi) of the Credit Agreement shall be and is
amended as of the First Amendment Effective Date to read in its entirety as
follows:


 


“(vi) as
soon as available but no later than 60 days after the end of each fiscal year,
the Company’s financial projections for the upcoming year and, following


 





















 


approval
thereof by the Company’s Board of Directors, written notice of such approval
together with a description of any material deviations from the projections
delivered to the Bank;” 


 


Section 4.  Location of Inventory and Equipment.  Section 6.6 of the Credit Agreement
shall be and is amended as of the First Amendment Effective Date to read in its
entirety as follows:


 


“6.6  The Company and its
domestic Subsidiaries may relocate assets in the ordinary course of business,
which assets are located, as of the First Amendment Effective Date, primarily
at the locations identified on Schedule 6.6; provided, however,
that:  


 


“(a)  The Company will, and will cause its domestic Subsidiaries
to, with respect to any asset having a then current book value of $500,000 or
more, provide the Bank with written notice of any change in the location of any
such asset either prior to or promptly following any such change; provided
that no such notice shall be required if such change is related to any transfer
of assets between locations identified on Schedule 6.6 or assets
in-transit to account debtors;


 


(b)  Notwithstanding (a) above, the Company will, and will
cause its domestic Subsidiaries to, provide the Bank with prompt written notice
if, at any time prior to the Revolving Maturity Date, the aggregate value of
all assets owned by the Borrowers or any of their domestic Subsidiaries that
are then located at the premises of all Outsource Suppliers or any other
Persons collectively shall exceed $5,000,000 in then current book value; and


 


(c) The Company will give the Bank ten (10) Business Days
prior written notice of any change in the chief executive office of the Company
or any domestic Subsidiary, which chief executive office is, as of the First
Amendment Effective Date, identified on Schedule 6.6(b).”


 


Section 5.  Primary Accounts.  The first sentence of Section 6.7 of the
Credit Agreement shall be and is amended as of the First Amendment Effective
Date to read in its entirety as follows:


 


“The
Borrowers will maintain their primary operating accounts with the Bank.”


 


Section 6.  Financial Covenants.  Sections 6.8 (ii),  6.8(iv) and 6.8(v) of the Credit
Agreement shall be and each is deleted in its entirety as of the First
Amendment Effective Date and a new Section 6.8 (ii) will be added to
the Credit Agreement pursuant to Section 7 below.


 





















 


Section 7.  Adjusted Total Liabilities/Tangible Net
Worth Ratio.  The new
Section 6.8(ii) of the Credit Agreement shall read as follows as of
the First Amendment Effective Date:


 


“(ii)  Adjusted Total
Liabilities/Tangible Net Worth Ratio.  (A)  As of  June 30, 2005 and September 30,
2005, a ratio of (w) Total Liabilities less Subordinated Debt to (x) Tangible
Net Worth of not more than 2.50 to 1:00 and (B) as of December 31,
2005 and the last day of each calendar quarter thereafter, a ratio of (y) Total
Liabilities less Subordinated Debt to (z) Tangible Net Worth, of not more than
2.00 to 1.00.”


 


Section 8.  EBITDA Covenant.  Section 6.8 of the Credit Agreement
shall be and is amended as of the First Amendment Effective Date by adding
thereto the following clause (iii):


 


“(iii)  Minimum EBITDA Covenant.  EBITDA for the most recent Test Period of not
less than (x) $13,000,000 for the Test Period ended June 30, 2005, (y)
$15,000,000 for the Test Period ending September 30, 2005, and (z)
$18,000,000 for each Test Period ending on and after December 31, 2005.”


 


Section 9.  Dispositions. 


 


(a) 
Clause (i) of Section 7.1 of the Credit Agreement shall be and is
amended as of the First Amendment Effective Date to read in its entirety as
follows:


 


“(i) 
of Inventory in the ordinary course of business, including without limitation
sales of inventory to each of the Outsource Suppliers,”


 


(b) 
Clause (iv) of Section 7.1 of the Credit Agreement shall be and is
amended as of the First Amendment Effective Date to read in its entirety as
follows:


 


“(iv) 
between the Company and any Subsidiary thereof or between Subsidiaries, in each
case in the ordinary course of business;”


 


Section 10.  Mergers or Acquisitions.  Section 7.3 of the Credit Agreement
shall be and is amended as of the First Amendment Effective Date to read in its
entirety as follows:


 


“Merge or consolidate, or permit any of its Subsidiaries to merge or
consolidate, with any other Person, or acquire, or permit any of its Subsidiaries
to acquire, all or substantially all of the Stock or property of another
Person, except (A) where (i) no Event of Default has occurred and is
continuing or would result from such action, (ii) after giving pro forma
effect to such transaction on a consolidated basis determined as if such
transaction had been consummated on the first day of the most recently ended
Test Period, the Company would be in compliance with Section 6.8,
(iii) a Borrower or one of its Subsidiaries is the


 





















 


surviving
entity after any such transaction has been consummated and, in the case of a
transaction involving a Borrower or Guarantor, the surviving entity has assumed
the Obligations of the corresponding Borrower or Guarantor pursuant to
documentation reasonably acceptable to Bank, and (iv) the security
interests of Bank, if any, have attached to the domestic assets of the
surviving entity, unless both parties to the subject transaction were foreign
Subsidiaries; (B) in connection with an acquisition or merger that constitutes
a Permitted Investment; and (C) any Subsidiary may merge into or
consolidate with a Borrower or another directly or indirectly wholly owned
Subsidiary of the Company.”


 


Section 11.  Distributions and Investments.  Section 7.6 of the Credit Agreement shall
be and is amended as of the First Amendment Effective Date to read in its
entirety as follows:


 


“(a)  Directly or indirectly acquire or own any Person, or make
any Investment in any Person, other than Permitted Investments, or permit any
of its Subsidiaries to do so.  


 


(b)  Pay any dividends or make any distribution or payment on or
in respect of its Stock or redeem, retire or purchase any Stock, except that
provided no Event of Default has occurred, is continuing or would exist after
giving effect to any of the following, the Company may: 


 


(i) repurchase Stock from former employees, consultants or
directors of the Company under the terms of applicable repurchase agreements or
restricted Stock plans; 


 


(ii) make distributions or pay dividends solely in the Stock of
the Company or a Subsidiary; 


 


(iii) repurchase Stock or outstanding Stock options so long as the
funds for such repurchases are derived from the proceeds of substantially
concurrent Stock or convertible securities issuances; 


 


(iv) redeem Stock pledged as collateral for loans to employees
outstanding as of the Effective Date;


 


(v) pay dividends and distributions made by any of Borrower’s
Subsidiaries to the holders of its Stock; 


 


(vi) repurchase Stock in connection with the exercise of Stock
options or Stock appreciation rights so long as the consideration for such
repurchases is not cash; 


 


(vii) repurchase Stock in order to allow the seller of such Stock
to pay withholding tax obligations arising out of the purchase of such Stock;


 





















 


(viii) repurchase fractional shares resulting from Stock splits,
dividends or purchases of businesses otherwise permitted herein; and


 


(ix) pay cash dividends required to be paid to holders of
Series B Preferred Stock.


 


(c)  The Company shall be permitted to make Permitted Cash
Distributions.  


 


(d)  Notwithstanding the foregoing, the Company may redeem its
Series B Preferred Stock at any time or from time to time so long as
(i) no Event of Default then exists or would result after giving effect to
such redemption and (ii) after giving pro forma effect to such redemption
on a consolidated basis, the Company would be in compliance with
Section 6.8.”


 


Section 12.  Subordinated Debt.  The proviso to Section 7.8 of the Credit
Agreement shall be and is amended as of the First Amendment Effective Date to
read in its entirety as follows:


 


“provided,
however, that, notwithstanding any other provision of this Agreement,
the Company may at any time and from time to time redeem all or any portion of
its Subordinated Debt outstanding on June 30, 2005 so long as (i) no
Event of Default then exists or would result after giving effect to such
redemption and (ii) after giving pro forma effect to such redemption on a
consolidated basis, the Company would be in compliance with Section 6.8.”


 


Section 13.  Definitions.   The following amendments shall be and each
is made to Section 13.1 of the Credit Agreement as of the First Amendment
Effective Date: 


 


(a)  Acquired Entity shall be and is defined as follows:


 


“‘Acquired Entity’ shall
mean any Person acquired in a Permitted Acquisition.”


 


(b)  The definition of “Adjusted Tangible Assets” shall be and is
deleted from the Credit Agreement.


 


(c)  Consolidated Interest Expense shall be and is defined as
follows:


 


“‘Consolidated Interest Expense’
for any period shall mean total interest expense (including amounts properly
attributable to interest with respect to capital leases in accordance with GAAP
and amortization of debt discount and debt issuance costs) of the Company and
its Subsidiaries on a consolidated basis for such period.”


 





















 


(d)  The definition of “Domestic Tangible Assets” shall be and is
deleted from the Credit Agreement.


 


(e)  EBITDA shall be and is defined as follows:


 


“‘EBITDA’ for any period shall mean the
consolidated net income (or loss) of the Company and its Subsidiaries for such
period, adjusted by adding thereto (or subtracting in the case of a gain) the
following amounts to the extent deducted or included, as applicable, when
calculating consolidated net income (loss) (a) Consolidated Interest
Expense, (b) provisions for income taxes, including without limitation any
adjustment to valuation allowances for deferred taxes, (c) any
extraordinary gains or losses, (d) gains or losses from sales of assets
(other than from sales of inventory in the ordinary course of business),
(e) all depreciation and amortization, (f) all non-cash equity
compensation expense, including without limitation all such expense as is
incurred pursuant to Statement of Financial Accounting Standards
No. 123(R), and all non-cash contributions or accruals to or with respect
to deferred profit-sharing or compensation plans, (g) any non-cash gains
or losses resulting from the cumulative effect of changes in accounting
principles, and (h) any non-cash charges incurred by the Company or any of
its Subsidiaries on or after the First Amendment Effective Date and on or prior
to the Revolving Maturity Date in connection with any restructuring or any
asset revaluation; provided that there shall be included in such
determination for such period all such amounts attributable to (x) any Acquired
Entity acquired during such period pursuant to a Permitted Acquisition and (y)
any Permitted Venture in which an Investment has been made during such period
to the extent that the results of operations of that Permitted Venture are
required to be consolidated with those of the Company in accordance with GAAP,
in each case to the extent that such Acquired Entity or Permitted Venture has
not been subsequently sold or otherwise disposed of during such period, for the
portion of such period prior to the consummation of such Permitted Acquisition
or Permitted Venture, as the case may be; provided  further that
any amounts added to consolidated net income pursuant to clause (f) above
for any period shall be deducted from consolidated net income for the
subsequent period, if any, in which such amounts are paid in cash by the
Company or any of its Subsidiaries.”


 


(d)  First Amendment Effective date shall be and is defined as
follows:


 


“‘First Amendment Effective Date’
shall mean June 30, 2005.


 


(e) 
Outsource Supplier shall be and is defined as follows:


 


“‘Outsource Supplier’ shall
mean any Person that is engaged by the Company or any of its Subsidiaries to
supply equipment, materials or


 





















 


other
products to the Company or any of its Subsidiaries for resale to customers of
the Company or any of its Subsidiaries.”


 


(f) 
Permitted Acquisition shall be and is defined as follows:


 


“‘Permitted Acquisition’
shall mean an acquisition that complies with Section 7.3.”


 


(g) 
Permitted Cash Distribution shall be and is defined as follows:


 


“‘Permitted Cash Distribution’
shall mean a dividend or distribution declared or paid in cash on or in respect
of the Common Stock, par value $0.001 per share, of the Company; provided
that (a) no Event of Default exists or would result from the declaration
or payment of such dividend or distribution and (b) after giving pro forma
effect to such dividend or distribution on a consolidated basis, the Company
would be in compliance with Section 6.8.” 


 


(h)  Clause (i) of the definition of Permitted Indebtedness
shall be and is amended as of the First Amendment Effective Date to read in its
entirety as follows:


 


“(i) Indebtedness to trade creditors incurred in the ordinary
course of business, including without limitation obligations of the Company or
its Subsidiaries to purchase assembled equipment from the Outsource Suppliers;”


 


(i)  Clause (k) of the definition of Permitted Indebtedness shall
be and is amended to read in its entirety as follows: 


 


“(k)  Indebtedness incurred by
Subsidiaries that are not Borrowers or Guarantors for working capital purposes,
including in connection with the administration of the cash management system
of the Company and its Subsidiaries, and guarantees of such Indebtedness by a
Borrower, so long as the net Indebtedness incurred by such Subsidiaries in
respect thereof does not exceed $5,000,000 or its foreign currency equivalent
at any one time outstanding, any such foreign currency equivalent to be
determined in accordance with GAAP as of the end of the most recently completed
calendar quarter; and”


 


(j)  The definition of Permitted
Investments shall be and is amended by replacing clauses (e) and
(f) thereof with the following:


 


“(e)  Permitted Acquisitions;


 


“(f)  Permitted Ventures;”


 





















 


(k)  Clause (l) of the definition
of Permitted Investments shall be and is amended as of the First Amendment
Effective Date to read in its entirety as follows:


 


“(l) Investments, including any such Investment made in an Outsource
Supplier, consisting of progress payments or extensions of credit in the nature
of accounts receivable, prepaid royalties or notes receivable arising from the
sale or lease of goods;”


 


(l)  Permitted Venture shall be
and is defined as follows:


 


“‘Permitted Venture’ means
an Investment made in cash in any Person (other than a Permitted Acquisition); provided
that (a) no Event of Default exists or would result from the making of
such Investment and (b) after giving pro forma effect to such Investment
on a consolidated basis, the Company would be in compliance with
Section 6.8.”


 


(m)  The definition of the term
Responsible Officer shall be and is amended to read in its entirety as follows:


 


“‘Responsible  Officer’ is each of the Chief Executive
Officer, the President, the Chief Financial Officer and the Controller of the
Company.”


 


(n) 
The definition of the term Revolving Maturity Date shall be
and is amended to read in its entirety as follows:


 


“‘Revolving Maturity Date’
is July 1, 2007.”


 


(o)  Test Period shall be and is defined as
follows:


 


“‘Test Period’ shall mean
the four consecutive calendar quarters ending on the date as of which a
determination is to be made, in each case taken as one accounting period.”


 


(p)  The definition of “TNW
Additions” shall be and is deleted from the Credit Agreement.


 


Section 14.  LIBOR Rate Margin.  The definition of “LIBOR Rate Margin” set
forth in the Libor Supplement to the Credit Agreement shall be and is amended
as of the First Amendment Effective Date to read in its entirety as follows:


 


“‘LIBOR Rate Margin’ means
225 basis points (2.25%).”


 


Section 15.  Form of Compliance Certificate.  The form of the Compliance Certificate set
forth as Exhibit C to the Credit Agreement shall be and is amended as of


 





















 


the First Amendment Effective Date to read in its entirety as set forth
in Exhibit A to this Amendment.


 


Section 16.  Representations and Warranties of the
Borrowers.  The Borrowers represent
and warrant that the representations and warranties set forth in Section 5
of the Credit Agreement are true and correct in all material respects as of the
First Amendment Effective Date.


 


Section 17.  Consent of the Guarantors.  Each of the undersigned Guarantors has
executed an Unconditional Guaranty (each a “Guaranty”)  in favor of Bank respecting the obligations
of each Borrower owing to Bank.  The
Guarantors hereby consent to the amendments to the Credit Agreement set forth
in this Amendment and each Guarantor agrees that nothing in its Guaranty
obligates Bank to notify it of any changes in the financial accommodations made
available to the Borrowers and no requirement to so notify it in the future
shall be implied by the execution of this Amendment.


 


Section 18.  Effect on the Loan Documents.  Except to the extent that the provisions of
the Credit Agreement are expressly amended by the terms and conditions of this
Amendment, the covenants, terms and conditions of the Credit Agreement and the
other Loan Documents shall remain in full force and effect in accordance with
their terms.


 


[Remainder of this page intentionally left blank]


 





















 


IN
WITNESS WHEREOF, the parties have executed this Amendment pursuant to due
authorization as of the date first set forth above.


 


	
   

  	
  BORROWERS:

  
	
   

  	
   

  	
   

  
	
   

  	
  3D SYSTEMS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
       /s/
  Fred R. Jones

  	
   

  
	
   

  	
   

  	
  Name: Fred R. Jones

  
	
   

  	
   

  	
  Title: Vice President and Chief Financial

  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  3D SYSTEMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
       /s/
  Fred R. Jones

  	
   

  
	
   

  	
   

  	
  Name: Fred R. Jones

  
	
   

  	
   

  	
  Title: Vice President and Chief Financial

  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  	
   

  
	
   

  	
  3D HOLDINGS LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
       /s/
  Robert M. Grace, Jr.

  	
   

  
	
   

  	
   

  	
  Name: Robert M.
  Grace, Jr.

  
	
   

  	
   

  	
  Title: Vice President, General Counsel

  and Secretary, on behalf of 3D

  Systems Corporation as Manager

  of 3D Holdings LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  3D SYSTEMS ASIA PACIFIC
  LIMITED

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
       /s/
  Robert M. Grace, Jr.

  	
   

  
	
   

  	
   

  	
  Name: Robert M.
  Grace, Jr.

  
	
   

  	
   

  	
  Title: Vice President and
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  3D CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
       /s/
  Robert M. Grace, Jr.

  	
   

  
	
   

  	
   

  	
  Name: Robert M.
  Grace, Jr.

  
	
   

  	
   

  	
  Title: Vice President and
  Secretary

  



 


Amendment No. 1 to Loan
and Security Agreement


S-1


 





















 


	
   

  	
   

  	
   

  
	
   

  	
  BANK:

  
	
   

  	
   

  	
   

  
	
   

  	
  SILICON VALLEY BANK

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
       /s/
  Bob Muller

  	
   

  
	
   

  	
   

  	
  Name: Bob Muller

  
	
   

  	
   

  	
  Title: Sr. Relationship
  Manager

  



 


Amendment No. 1 to Loan
and Security Agreement


S-2


 





















 


EXHIBIT A


 


COMPLIANCE CERTIFICATE


 


 


	
  TO:

  	
   

  	
  SILICON VALLEY BANK

  
	
   

  	
   

  	
   

  
	
  FROM:

  	
   

  	
  3D Systems Corporation

  
	
   

  	
   

  	
  26081 Avenue Hall

  
	
   

  	
   

  	
  Valencia CA 91355

  



 


The
undersigned authorized officer of 3D Systems Corporation (“Borrower”) certifies
that under the terms and conditions of the Loan and Security Agreement between
Borrower and Bank, as amended (the “Agreement”), (i) Borrower is in
complete compliance for the period ending                       ,
200__  with all required covenants except as noted below and
(ii) all representations and warranties in the Agreement are true and
correct in all material respects as of the date of this certificate.  In addition, the undersigned authorized
officer of Borrower certifies that Borrower and each Subsidiary (i) has
timely filed all required tax returns and paid, or made adequate provision to
pay, all material taxes, except those being contested in good faith with
adequate reserves under GAAP and (ii) does not have any legal actions
pending or threatened against Borrower or any Subsidiary which Borrower has not
previously notified in writing to Bank. Attached are the required documents
supporting the certification.  The
Officer certifies that these are prepared in accordance with Generally Accepted
Accounting Principles (GAAP) consistently applied from one period to the next
except as explained in an accompanying letter or footnotes.  The Officer 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.


 


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


 


	
  Reporting Covenant

  	
   

  	
  Required

  	
   

  	
  Complies

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Quarterly
  financial statements + CC

  	
   

  	
  Quarterly within 45 days

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  
	
  Annual (Audited)

  	
   

  	
  FYE within 90 days

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  
	
  Annual
  Projections

  	
   

  	
  Within 60 days after FYE

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  
									



 


	
  Financial Covenant

  	
   

  	
  Required

  	
   

  	
  Actual

  	
   

  	
  Complies

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maintain on a
  Quarterly Basis:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minimum Quick
  Ratio (Adjusted):

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  At all times on
  or after 6/30/05

  	
   

  	
  1.00:1.00

  	
   

  	
  [    ]:1.00

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  



 


3





















 


	
  Adjusted Total Liabilities
  to Tangible

  Net Worth:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  On or before 9/30/2005

  	
   

  	
  2.50:1.00

  	
   

  	
  [    ]:1.00

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  
	
  At all times on or after 12/31/2005

  	
   

  	
  2.00:1.00

  	
   

  	
  [    ]:1.00

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EBITDA:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Test Period Ended 6/30/05

  	
   

  	
  $

  	
  13,000,000

  	
   

  	
   

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  
	
  Test Period Ended 9/30/05

  	
   

  	
  $

  	
  15,000,000

  	
   

  	
   

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  
	
  Test Periods Ended on or after

  	
   

  	
  $

  	
  18,000,000

  	
   

  	
   

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  
	
  12/31/05

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Borrower has operating
accounts located only at the following institutions:


 


	
  Has Borrower filed any new
  Copyright applications?

  	
   

  	
  Yes / No

  



 


	
  Registered

  Copyrights:

  	
   

  	
   

  	
  BANK USE
  ONLY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Received

  by:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  AUTHORIZED SIGNER

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Verified:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  AUTHORIZED SIGNER

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Compliance Status:

  	
  Yes

  	
  No

  
										



 


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Comments
Regarding Exceptions:  See Attached.


 


Sincerely,


 


3D Systems Corporation


 


 


	
   

  	
   

  
	
  SIGNATURE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  TITLE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  DATE

  	
   

  



 


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