SALE OF
THE MORTGAGED PROPERTY."
"SECTION 16.3
MINIMUM LIQUIDITY.
BORROWER COVENANTS AND AGREES THAT BORROWER'S
CASH AND CASH EQUIVALENTS, MEASURED AS OF THE LAST DAY OF EACH CALENDAR MONTH,
SHALL AT NO TIME BE LESS THAN $2,000,000.00.
(l)
The definition of "Revolving Loan Maturity Date" contained on Exhibit
2.1 (Glossary and Index of Defined Terms) is hereby amended by deleting the
reference to April 18, 2006" and substituting in lieu thereof the date "January
1, 2007".
(m)
Exhibit 2.1 (Glossary and Index of Defined Terms) to the Loan Agreement
is hereby amended by adding in proper alphabetical order the following
definitions:
"BORROWING BASE" MEANS AS OF ANY DATE OF DETERMINATION, AN AMOUNT EQUAL TO
(I) EIGHTY PERCENT (80%) OF NET ELIGIBLE ACCOUNTS, PLUS (II) PRIOR TO SALE BY
TRIPOS REALTY OF THE MORTGAGED PROPERTY, THE OVERADVANCE AMOUNT.
"BORROWING BASE CERTIFICATE" -- SHALL BE IN THE FORM OF EXHIBIT 7.2, OR SUCH
OTHER FORM AS LENDER MAY REASONABLY REQUIRE FROM TIME TO TIME, TOGETHER WITH
SUCH SUPPORTING INFORMATION AS LENDER MAY REASONABLY REQUIRE FROM TIME TO TIME.
"CASH AND CASH EQUIVALENTS" -- MEANS CASH OF THE BORROWER AND ITS SUBSIDIARIES
PLUS THE FACE AMOUNT OF ANY INVESTMENT DESCRIBED UNDER SECTION 15.2.1.
FOR
PURPOSES OF SECTION 16.3 (MINIMUM LIQUIDITY), FOREIGN DENOMINATED CURRENCIES AND
INVESTMENTS SHALL BE CONVERTED TO DOLLARS BY BORROWER IN ACCORDANCE WITH ITS
HISTORICAL INTERNAL ACCOUNTING PROCEDURES.
4
"ELIGIBLE ACCOUNTS" -- SHALL MEAN ALL ACCOUNTS WHICH ACCORDING TO GAAP ARE
DEEMED CURRENT OTHER THAN: (A) SUBJECT TO CLAUSE (G) BELOW, ACCOUNTS CREATED
FROM THE SALE OF GOODS AND SERVICES ON NON-STANDARD TERMS AND/OR THAT ALLOW FOR
PAYMENT TO BE MADE MORE THAN THIRTY (30) DAYS FROM DATE OF SALE; (B) SUBJECT TO
CLAUSE (G) BELOW, ACCOUNTS UNPAID MORE THAN NINETY (90) DAYS FROM THEIR ORIGINAL
DUE DATES; (C) SUBJECT TO CLAUSE (G) BELOW, ALL ACCOUNTS OF ANY ACCOUNT DEBTOR
IF FIFTY PERCENT (50%) OR MORE OF THE OUTSTANDING BALANCE OF SUCH ACCOUNTS ARE
UNPAID MORE THAN NINETY (90) DAYS FROM THEIR ORIGINAL DUE DATES; (D) ACCOUNTS
FOR WHICH THE ACCOUNT DEBTOR IS AN OFFICER, DIRECTOR, A 5% OR MORE SHAREHOLDER,
MEMBER, EMPLOYEE, PARENT, SUBSIDIARY, OR AFFILIATE (OTHER THAN ANY AFFILIATE
WITH WHICH BORROWER AND SUCH AFFILIATE HAVE ENTERED INTO AND NEGOTIATED AN ARMS
LENGTH TRANSACTION) OF, OR HAS COMMON 5% OR MORE SHAREHOLDERS, OFFICERS,
DIRECTORS OR MEMBERS WITH BORROWER; (E) CONSIGNMENT SALES; (F) ACCOUNTS FOR
WHICH THE PAYMENT IS OR MAY BE CONDITIONAL; (G) ACCOUNTS FOR WHICH THE ACCOUNT
DEBTOR IS NOT A COMMERCIAL OR INSTITUTIONAL ENTITY (WHICH TERM INCLUDES, BUT IS
NOT LIMITED TO, PRIVATE AND PUBLIC UNIVERSITIES, GOVERNMENTAL AGENCIES AND
RESEARCH INSTITUTES AND CENTERS) OR IS NOT A RESIDENT OF THE UNITED STATES,
UNLESS, NOTWITHSTANDING CLAUSES (A), (B) AND (C) ABOVE, AND THE STANDARD TERMS
ARE NO LONGER THAN NET 60 DAYS, SUCH ACCOUNTS ARE (1) INSURED ON TERMS AND BY AN
AGENCY OR PRIVATE INSURER REASONABLY ACCEPTABLE TO LENDER, (AND IN WHICH LENDER
IS THE NAMED BENEFICIARY), OR (2) SUPPORTED BY A LETTER OF CREDIT (IN