ACCOUNTS RECEIVABLE PURCHASE MODIFICATION AGREEMENT
This Accounts Receivable Purchase Modification Agreement is entered into as
of July 12, 1999, by and between Perficient, Inc. (the "Seller") whose address
is 0000-X Xxxxx Xxxxxxx xx Xxxxx Xxxxxxx, Xxxxxx, Xxxxx 00000 and Silicon Valley
Bank ("Buyer"), whose address is 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000.
1. DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which may be
owing by Seller to Buyer, Seller is indebted to Buyer pursuant to, among other
documents, a Accounts Receivable Purchase Agreement, dated January 12, 1999 by
and between Seller and Buyer, as may be amended from time to time, (the
"Accounts Receivable Purchase Agreement"). Capitalized terms used without
definition herein shall have the meanings assigned to them in the Accounts
Receivable Purchase Agreement.
Hereinafter, all indebtedness owing by Seller to Buyer shall be referred to as
the "Indebtedness" and the Accounts Receivable Purchase Agreement and any and
all other documents executed by Seller in favor of Buyer shall be referred to as
the "Existing Documents."
2. DESCRIPTION OF CHANGE IN TERMS.
A. MODIFICATION(S) TO ACCOUNTS RECEIVABLE PURCHASE AGREEMENT, EFFECTIVE
AS OF JULY 1, 1999.
Add the following definitions to Section 1:
COMPLIANCE CERTIFICATE II shall mean the certificate, attached hereto,
which contains the certification of an authorized officer of Seller,
that among other things, the representation and warranties in this
Agreement are true and correct as is the date the certificate is
delivered.
MISSED SALES PERCENTAGE I shall have the meaning set forth in Section
3.2.
MISSED SALES PERCENTAGE III shall have the meaning set forth in
section 3.3.
PRIME RATE means Buyer's most recently announced "prime rate", even if
it is not Buyer's lowest rate.
PROJECTED SALES means the Seller's projected cumulative monthly sales
as defined on Schedule A attached hereto.
RECEIVABLES LIMIT shall have the meaning set forth in Section 2.2.
The last sentence of Section 2.2. shall be amended in its entirety to
read as follows:
Notwithstanding the foregoing, in no event shall the aggregate amount
of all Purchase Receivables outstanding at any time exceed One Million
Two Hundred Fifty Thousand Dollars ($1,250,000.00) (the "Receivables
Limit").
Section 3.2. Finance Charges shall be amended in its entirety to read
as follows:
FINANCE CHARGES. On each Reconciliation Date, Seller shall pay to
Buyer a finance charge. The finance charge shall be calculated based
on the average daily Account Balance for the month outstanding at a
per annum rate equal to the Prime Rate (the "Finance Charges")
provided however, effective as of month ending September 30, 1999 and
each month thereafter, if at any xxxx Xxxxxx'x actual sales are less
than 85% of Projected Sales, (the "Missed Sales Percentage I") the
Finance Charges shall increase to 2 percentage points above the Prime
Rate for that period. Such increase in the Finance Charge shall be
retroactive to the first calendar day of the month after the Missed
Sales Percentage I occurs and shall remain until Seller's actual sales
are greater than 85% of Projected Sales at which time the Finance
Charges shall adjust to Prime Rate.
Section 3.3. Administrative Fee shall be amended in its entirety to
read as follows:
ADMINISTRATIVE FEE. On each Reconciliation Date Seller shall pay to
Buyer an Administrative Fee equal to .25% (the "Administrative
Percentage") of the face amount of each Purchased Receivable first
purchased during that Reconciliation Period (the "Administrative
Fee"). Buyer shall deduct the Administrative Fee from the Reserve as
set forth in Section 3.5. Notwithstanding the foregoing, effective as
of month ending September 30, 1999 and each month thereafter, if at
any time Sellers actual sales are (i) 85 - 90% of the Projected Sales
(the "Missed Sales Percentage II"), the Administrative Percentage
shall increase to 1.00%. If the actual sales are less than 85% of the
Projected Sales, the Administrative Percentage shall increase to
1.25%. Such increase in the Administrative Percentage shall be
retroactive to the first calendar day of the month after the Missed
Sales Percentage I or Missed Sales Percentage II occurs and shall
remain at such percentage until Seller's actual sales are greater than
such percentage.
Add the following covenant to Section 6.2.
(G) Seller shall provide Buyer with a Compliance Certificate II,
monthly financial statements and an accounts receivable and accounts
payable aging (i) on a monthly basis to be received no later than the
twentieth calendar day following each calendar month, and (ii) on a
more frequent or other basis if and as requested by Buyer.
3. CONSISTENT CHANGES. The Existing Documents are each hereby amended
wherever necessary to reflect the changes described above.
4. NO DEFENSES OF SELLER. Seller agrees that, as of this date, it has no
defenses against the obligations to pay any amounts under the Indebtedness.
5. CONTINUING VALIDITY. Seller understands and agrees that in modifying the
existing Indebtedness, Buyer is relying upon Seller's representations,
warranties, and agreements, as set forth in the Existing Documents. Except as
expressly modified pursuant to this Accounts Receivable Purchase Modification
Agreement, the terms of the Existing Documents remain unchanged and in full
force and effect. Buyer's agreement to modifications to the existing
Indebtedness pursuant to this Accounts Receivable Purchase Modification
Agreement in no way shall obligate Buyer to make any future modifications to the
Indebtedness.
Nothing in this Accounts Receivable Purchase Modification Agreement shall
constitute a satisfaction of the Indebtedness. It is the intention of Buyer and
Seller to retain as liable parties all makers and endorsers of Existing
Documents, unless the party is expressly released by Buyer in writing. No
maker, endorser, or guarantor will be released by virtue of this Accounts
Receivable Purchase Modification Agreement. The terms of this paragraph apply
not only to this Accounts Receivable Purchase Modification Agreement, but also
to any subsequent Accounts Receivable Purchase modification agreements.
This Accounts Receivable Purchase Modification Agreement is executed as of the
date first written above.
SELLER: BUYER:
PERFICIENT, INC. SILICON VALLEY BANK
By: /s/ Xxxx X. Xxxxxxx By: /s/ Illegible
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Name: Xxxx X. Xxxxxxx Name: Illegible
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Title: Chief Financial Officer Title: Illegible
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