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