Exhibit 10.19
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of March 10, 2000, by
and between XXX.Xxx, Inc. formerly known as First Virtual Corporation
("Borrower") and Silicon Valley Bank ("Bank").
1. DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which may
be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to, among
other documents, a Loan and Security Agreement, dated July 3, 1996, as may
be amended from time to time, (the "Loan Agreement"). The Loan Agreement
provided for, among other things, a Committed Line in the original principal
amount of One Million Dollars ($1,000,000) (the "Revolving Facility"). The
Revolving Facility has been modified pursuant to among other documents an
Amendment to Loan and Security Agreement dated June 10, 1998, pursuant to
which, among other things, the principal amount of the Revolving Facility was
increased to Ten Million Dollars ($10,000,000). Defined terms used but not
otherwise defined herein shall have the same meanings as in the Loan
Agreement.
Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to
as the "Indebtedness."
2. DESCRIPTION OF COLLATERAL AND GUARANTIES. Repayment of the Indebtedness is
secured by the Collateral as described in the Loan Agreement.
Hereinafter, the above-described security documents and guaranties, together
with all other documents securing repayment of the indebtedness shall be
referred to as the "Security Documents." Hereinafter, the Security Documents,
together with all other documents evidencing or securing the indebtedness
shall be referred to as the "Existing Loan Documents."
3. DESCRIPTION OF CHANGE IN TERMS.
A. MODIFICATION(S) TO LOAN AGREEMENT.
1. Section 6.9 entitled "Tangible Net Worth" is hereby amended in
part to provide that Borrower shall maintain as of the last day
of quarter ending December 31, 1999, a Tangible Net worth of not
less than Twenty Seven Million Dollars ($27,000,000).
4. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended
wherever necessary to reflect the changes described above.
5. PAYMENT OF LOAN FEE. Borrower shall pay to Bank a fee in the amount of
Five Hundred Dollars ($500) (the "Loan Fee") plus all out-of-pocket expenses.
6. NO DEFENSES OF BORROWER. Borrower (and each guarantor and pledgor signing
below) agrees that it has no defenses against the obligations to pay any
amounts under the indebtedness.
7. CONTINUING VALIDITY. Borrower (and each guarantor and pledgor signing
below) understands and agrees that in modifying the existing Indebtedness,
Bank is relying upon Borrower's representations, warranties, and agreements,
as set forth in the Existing Loan Documents. Except as expressly modified
pursuant to this Loan Modification Agreement, the terms of the Existing Loan
Documents remain unchanged and in full force and effect. Bank's agreement to
modifications to the existing indebtedness pursuant to this Loan Modification
Agreement in no way shall obligate Bank to make any future modifications to
the indebtedness. Nothing in this Loan Modification Agreement shall
constitute a satisfaction of the indebtedness. It is the intention of Bank
and Borrower to retain as liable parties all makers and endorsers of Existing
Loan Documents, unless the party is expressly released by Bank in writing. No
maker, endorser, or guarantor will be released by virtue of this Loan
Modification Agreement. The terms of this paragraph apply not only to this
Loan Modification Agreement, but also to all subsequent loan modification
agreements.
8. CONDITIONS. The effectiveness of this Loan Modification Agreement is
conditioned upon Borrower's payment of the Loan Fee.
This Loan Modification Agreement is executed as of the date first written
above.
BORROWER: BANK:
XXX.XXX, INC. FORMERLY KNOWN AS SILICON VALLEY BANK
FIRST VIRTUAL CORPORATION
By: /s/ Xxxxxx Xxxx [Xxxxxx Xxxx] By: /s/ Xxx X. Olgzay
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Vice President Name: Xxx X. Olgzay
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Title: Chief Financial Officer Title: Vice President
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