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EXHIBIT 10.8
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of March 30, 2001, by
and between iManage, Inc. (the "Borrower") and Silicon Valley Bank ("Bank").
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 March 31, 1999, as may be
amended from time to time, (the "Loan Agreement"). The Loan Agreement provided
for, among other things, a Revolving Commitment in the original principal amount
of Five Million Dollars ($5,000,000). The Loan Agreement has been modified
pursuant to a Loan Modification Agreement dated March 29, 2000, pursuant to
which, among other things, the principal amount of the Revolving Commitment was
decreased to Three Million Dollars ($3,000,000). The Loan Agreement was further
modified pursuant to a Loan Modification Agreement dated September 25, 2000,
pursuant to which, among other things, the principal amount of the Revolving
Commitment was increased to Four Million Dollars ($4,000,000). 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. The following defined term set forth in Section 1.1 entitled
"Definitions" is hereby amended to read as follows:
"Revolving Maturity Date" March 30, 2002.
2. Section 6.10 entitled "Cash Losses" is hereby amended to read as
follows:
Borrower shall not have an Adjusted Net Loss (as defined therein)
in any fiscal quarter greater than:
$5,500,000 for the quarter ended March 31, 2001;
$5,000,000 for the quarter ended June 30, 2001;
$4,500,000 for the quarter ended September 30, 2001;
$1,500,000 for the quarter ended December 31, 2001; and
$1,000,000 for the quarter ended March 31, 2002, and thereafter
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 Bank a fee in the amount of Twenty
Thousand Dollars ($20,000.00) ("Loan Fee") plus all out-of-pocket expenses.
6. NO DEFENSES OF BORROWER. Borrower (and each guarantor and pledgor signing
below) agrees that, as of the date hereof, it has no defenses against the
obligations to pay any amounts under the Indebtedness.
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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 payment of the Loan Fee.
This Loan Modification Agreement is executed as of the date first written
above.
BORROWER: BANK:
IMANAGE, INC. SILICON VALLEY BANK
By: By:
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Name: Name:
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Title: Title:
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SILICON VALLEY BANK
PRO FORMA INVOICE FOR LOAN CHARGES
BORROWER: IMANAGE, INC.
LOAN OFFICER: XXXXX XXXXXXX
DATE: MARCH 30, 2001
LOAN FEE $20,000.00
DOCUMENTATION FEE 250.00
TOTAL FEE DUE $20,250.00
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PLEASE INDICATE THE METHOD OF PAYMENT:
{ } A CHECK FOR THE TOTAL AMOUNT IS ATTACHED.
{ } DEBIT DDA # ___________________ FOR THE TOTAL AMOUNT.
{ } LOAN PROCEEDS
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BORROWER (DATE)
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SILICON VALLEY BANK (DATE)
ACCOUNT OFFICER'S SIGNATURE
