EXHIBIT 10.20
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of January 25, 1995
by and between Phoenix Technologies, Ltd. (the "Borrower") whose address is
000 Xxxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000 and Silicon Valley Bank, a
California-chartered bank ("Bank"), with its principal place of business at
0000 Xxxxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000 and with a loan production office
located at Wellesley Office Park, 00 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX
00000, doing business under the name "Silicon Valley East".
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 Second Amended and Restated Promissory Note, dated
December 30, 1993, in the original principal amount of Ten Million and No/100
Dollars ($10,000,000.00) (the "Note"). The Note, together with other
promissory notes from Borrower to Bank, is governed by the terms of a
Commitment Letter dated November 29, 1991, as amended pursuant to Letters
Amendments dated April 15, 1993, June 28, 1993 and December 30, 1993, between
Borrower and Bank, as such agreement may be further amended from time to time
(together with all schedules and attachments thereto, 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 a Security Agreement, dated November 25, 1991 (the "Security
Agreement"). Additionally, repayment of the indebtedness is guaranteed by
the each of the guarantors named below pursuant to a Guaranty dated as of
June 28, 1993 (the "Guaranty").
Hereinafter, the above-described security documents and guaranties, together
with all other documents securing payment of the Note (and other notes
executed by Borrower in favor of Bank) 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 NOTE.
1. The Maturity Date (as defined in the Note) is hereby amended to
March 13, 1995. Accordingly, the total amount outstanding under
the Note, together with all accrued unpaid interest shall be
due and payable on March 13, 1995.
B. MODIFICATION(S) TO LOAN AGREEMENT.
1. Numbered paragraph 2 of the Loan Agreement is hereby amended in
full to read as follows: 2. Unless otherwise renewed in writing
by the Bank, the Commitment will expire on March 13, 1995 (the
"Expiry Date").
2. The Loan Agreement is hereby amended such that all accrued
unpaid interest under the Note shall be payable, in arrears, on
the 13th day of each month.
4. NO DEFENSES OF BORROWER. Borrower (and each guarantor and pledgor
signing below) agrees that, as of this date, it has no defenses against the
obligations to pay any amounts under the Indebtedness.
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6. 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.
7. JURISDICTION/VENUE. Borrower accepts for itself and in connection with
its properties, unconditionally, the non-exclusive jurisdiction of any state
or federal court of competent jurisdiction in the Commonwealth of
Massachusetts in any action, suit, or proceeding of any kind against it which
arises out of or by reason of this Loan Modification Agreement; provided,
however, that if for any reason Bank cannot avail itself of the courts of the
Commonwealth of Massachusetts, then venue shall lie in Santa Xxxxx County,
California.
8. COUNTERSIGNATURE. This Loan Modification Agreement shall become
effective only when it shall have been executed by Borrower and Bank
(provided, however, in no event shall this Loan Modification Agreement become
effective until signed by an officer of Bank in California).
This Loan Modification Agreement is executed as of the date first written
above.
BORROWER: BANK:
PHOENIX TECHNOLOGIES, LTD, SILICON VALLEY BANK, doing business
as SILICON VALLEY EAST
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxx
---------------------------- ----------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxx
-------------------------- --------------------------
VP FINANCE & C.F.O ASSISTANT VICE PRESIDENT
Title: ------------------------- Title: -------------------------
SILICON VALLY BANK
By: ----------------------------
Name: --------------------------
Title: -------------------------
(Signed at San Jose, California)
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Each of the undersigned consents to the modifications to the Indebtedness
pursuant to this Loan Modification Agreement, hereby ratifies the provisions
of the Guaranty and confirms that all provisions of that document are in
full force and effect.
GUARANTOR:
PHOENIX PERIPHERAL SYSTEMS, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
XXXXXX X. XXXXXX
Name: --------------------------
V.P. FINANCE & C.F.O.
Title: -------------------------
PHOENIX COMPUTER PRODUCTS, INC.,
a Washington corporation
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
XXXXXX X. XXXXXX
Name: --------------------------
V.P. FINANCE & C.F.O.
Title: -------------------------
PHOENIX SECURITIES CORPORATION,
a Massachusetts corporation
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
XXXXXX X. XXXXXX
Name: --------------------------
V.P. FINANCE & C.F.O.
Title: -------------------------
QUADTEL CORPORATION,
A California corporation
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
XXXXXX X. XXXXXX
Name: --------------------------
V.P. FINANCE & C.F.O.
Title: -------------------------
PHOENIX TECHNOLOGIES (TAIWAN), LTD.,
A Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
XXXXXX X. XXXXXX
Name: --------------------------
V.P. FINANCE & C.F.O.
Title: -------------------------
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