Amendment to Loan Documents
Exhibit 10.2
Silicon Valley Bank
Amendment to Loan Documents
| Borrower: | Verso Technologies, Inc. Provo Prepaid (Delaware) Corp. Xxxxxxxx.xxx Software, Inc. Xxxxxxx (Delaware) Corp. |
Date: June 27, 2006
THIS AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley Bank (“Silicon”)
and the borrower named above (“Borrower”).
Reference is hereby made to that certain Loan and Security Agreement between Borrower and
Silicon dated December 14, 2001 (as amended from time to time, the “Non-Exim Loan Agreement”).
Reference is also made to that certain Loan and Security Agreement (Exim Program) between Borrower
and Silicon dated February 12, 2003 (as otherwise amended, if at all, the “Exim Loan Agreement”
and, together with the Non-Exim Loan Agreement, the “Loan Agreement”). (Capitalized terms used but
not defined in this Amendment shall have the meanings set forth in the Non-Exim Loan Agreement.)
The Parties agree that Silicon may, in its good faith business judgment, require the written
approval by Exim Bank regarding Section 1 below as a condition to making any further Loans under
the Exim Loan Agreement until the date such approval is received.
NOW, THEREFOR, the parties hereto agree as follows:
1. Modified Credit Limit Cap. Borrower and Silicon hereby agree that until the Financial
Covenants are reset as provided for below, the Overall Credit Limit (as defined in each of the
Non-Exim Loan Agreement and Exim Loan Agreement, respectively) shall
be limited to $5,000,000.
2. Modified Financial Covenants. Borrower and Silicon agree that the Financial Covenants set
forth in Section 5 of Schedule to the Non-Exim Loan Agreement and incorporated by reference into
the Schedule to the Exim Loan Agreement will be reset by Silicon by July 31, 2006.
3. Modified Reporting — Quarterly Financial Statements. Borrower covenants and agrees that,
notwithstanding anything to the contrary in Section 6 of the Schedule to Loan and Security
Agreement, Borrower shall provide to Silicon its quarterly unaudited financial statements for the
fiscal quarter ending June 30, 2006 by no later than July 18, 2006, which will include preliminary
estimates for the purchase accounting relating to the Purchase Transaction
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| Silicon Valley Bank | Limited Waiver |
(defined as that certain transaction wherein Verso Technologies, Inc. is acquiring from
Xxxxxxx Asset Group, LLC all of the outstanding equity interests of a wholly owned subsidiary of
Xxxxxxx Asset Group, LLC).
4. Modified Reporting — Cash Flow Forecasts. In addition to the Borrower’s reporting
requirements set forth in Section 6 of the Schedule to Loan and Security Agreement, the Borrower
covenants and agrees that it shall provide Silicon with weekly cash flow forecasts, in a format
acceptable to Silicon in its good faith business judgment, from the date hereof through July 30,
2006.
5. Liquidity to Plan. Borrower has previously submitted to Silicon a Board approved
Financial Plan received by Silicon on April 21, 2006 (the “Plan”). Borrower covenants and agrees
that it shall comply with its liquidity projections set forth in the Plan by, and for, the period
ending July 31, 2006.
6. Representations True. Borrower represents and warrants to Silicon that all
representations and warranties set forth in the Non-Exim Loan Agreement and Exim Loan Agreement, as
amended hereby, are true and correct.
7. General Provisions. This Agreement, the Non-Exim Loan Agreement, the Exim Loan Agreement,
any prior written amendments to the Non-Exim Loan Agreement and the Exim Loan Agreement signed by
Silicon and Borrower, and the other written documents and agreements between Silicon and Borrower
set forth in full all of the representations and agreements of the parties with respect to the
subject matter hereof and supersede all prior discussions, representations, agreements and
understandings between the parties with respect to the subject hereof. Except as herein expressly
amended, all of the terms and provisions of the Non-Exim Loan Agreement and Exim Loan Agreement,
and all other documents and agreements between Silicon and Borrower shall continue in full force
and effect and the same are hereby ratified and confirmed.
| Borrower: | Silicon: | |||||||||
| VERSO TECHNOLOGIES, INC. | SILICON VALLEY BANK | |||||||||
By
|
/s/ Xxxxxx X. Xxxxxxx | By | ||||||||
| President or Vice President | Title | |||||||||
By
|
/s/ Xxxxx Xxxx | |||||||||
| Secretary or Ass’t Secretary | ||||||||||
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| Silicon Valley Bank | Limited Waiver |
| Borrower: | Borrower: | |||||||||
| PROVO PREPAID (DELAWARE) CORP. (FKA NACT TELECOMMUNICATIONS, INC.) |
XXXXXXXX.XXX SOFTWARE, INC. | |||||||||
By
|
/s/ Xxxxxx X. Xxxxxxx | By | /s/ Xxxxxx X. Xxxxxxx | |||||||
| President or Vice President | President or Vice President | |||||||||
By
|
/s/ Xxxxx Xxxx | By | /s/ Xxxxx Xxxx | |||||||
| Secretary or Ass’t Secretary | Secretary or Ass’t Secretary | |||||||||
| Borrower: | ||||||||||
| XXXXXXX (DELAWARE) CORP. (FKA MCK COMMUNICATIONS, INC.) | ||||||||||
By
|
/s/ Xxxxxx X. Xxxxxxx | |||||||||
| President or Vice President | ||||||||||
By
|
/s/ Xxxxx Xxxx | |||||||||
| Secretary or Ass’t Secretary | ||||||||||
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| Silicon Valley Bank | Limited Waiver |
CONSENT
The undersigned acknowledges that its consent to the foregoing Agreement is not required, but
the undersigned nevertheless does hereby consent to the foregoing Agreement and to the documents
and agreements referred to therein and to all future modifications and amendments thereto, and any
termination thereof, and to any and all other present and future documents and agreements between
or among the foregoing parties. Nothing herein shall in any way limit any of the terms or
provisions of the Cross-Corporate Continuing Guaranty of the undersigned, all of which are hereby
ratified and affirmed.
VERSO TECHNOLOGIES CANADA INC.
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Title: | ||||
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