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EXHIBIT 10.27
LOAN & SECURITY AGREEMENT CONSENT AND AMENDMENT
THIS LOAN & SECURITY AGREEMENT CONSENT AND AMENDMENT (this "Consent and
Amendment") is entered into as of October 16, 1998 between VERSANT CORPORATION
("Borrower") and COMERICA BANK-CALIFORNIA ("Bank") with reference to the
following facts:
A. Borrower has previously entered into a Revolving Loan & Security
Agreement (Accounts & Inventory) (the "Agreement") with Bank dated May 15, 1997
and modified May 6, 1998.
B. In connection with Borrower's acquisition of Soft Mountain S.A.
("Soft Mountain"), Borrower's proposed sale of its Convertible Secured
Subordinated Promissory Notes ("Notes") to one or more investors and certain
other matters, Borrower seeks (i) Bank's consent to certain transactions entered
into or proposed to be entered into by Borrower and (ii) the waiver of certain
covenants contained in the Agreement.
THE PARTIES AGREE AS FOLLOWS:
1. Consent to Acquisition. Bank hereby consents to Borrower's
acquisition of Soft Mountain on September 15, 1998 through the purchase of all
the outstanding equity of Soft Mountain from the shareholders of Soft Mountain
in return for 245,586 shares of Borrower's Common Stock and 810,000 French
Francs in cash. In connection with the acquisition of Soft Mountain, Bank hereby
waives the requirement in the Agreement that Bank give its prior written consent
to such acquisition.
2. Consent to Sale of Notes. Bank hereby consents to the sale of up to
$3,619,000 principal amount of Notes pursuant to the Note Purchase Agreement
substantially in the form attached hereto as Exhibit A, and agrees that such
transaction does not constitute a breach or default under the Agreement. Without
limiting the foregoing, Bank consents to Borrower's incurring indebtedness in
connection with the sale of the Notes and to the creation of a security interest
in the Collateral (as defined in the Agreement) in connection with the sale of
the Notes.
3. Consent to Name Change. Bank hereby consents to the name change of
Borrower from Versant Object Technology Corporation to Versant Corporation,
effective July 14, 1998. In connection with Borrower's name change, Bank hereby
waives the requirement in the Agreement that Bank give its prior written consent
to such name change.
4. Consent to Change in Place of Business. Bank hereby consents to the
change in Borrower's place of business from 0000 Xxxxxx Xxxx, Xxxxx Xxxx, XX
00000 to 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000 and hereby waives the
requirement in the Agreement that Bank give its prior written consent to such
change in Borrower's place of business.
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5. Notification of Certain Litigation. Borrower hereby notifies Bank
that Borrower is the defendant in four class action lawsuits filed in the United
States District Court for the Northern District of California, filed on January
26, 1998, February 5, 1998, March 11, 1998 and March 18, 1998, respectively. On
June 19, 1998, a Consolidated Amended Complaint was filed in the above mentioned
court, by the lead Plaintiff named by the court. The amended complaint alleges
violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and Securities and Exchange Commission Rule
10b-5 promulgated under the Exchange Act, in connection with public statements
about Borrower's expected financial performance. The complaint seeks an
unspecified amount of damages.
6. Waiver of Certain Covenants. Bank agrees to waive compliance by
Borrower of the following covenants contained in the Agreement through December
31, 1998: paragraphs 6.17b, d, e, i and m.
7. Modification of Agreement. The first sentence of Section 6.5 of the
Agreement is hereby amended to read in its entirety as follows:
"Borrower shall keep the Inventory only at the following
locations: 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000, and the
owner of the locations is Xxxx Xxxxxxxxx, Trustee and Xxxxxxx X.
Xxxxx, Trustee."
Section 6.17k of the Agreement is hereby amended to read in its entirety as
follows:
"Borrower is to raise a minimum of $3,000,000.00 in capital
(which shall include convertible subordinated debt) by December
31, 1998."
8. General Provisions. Except as specifically set forth in this Consent
and Amendment, all of the terms and conditions of the Agreement remain in full
force and effect. This is an integrated Consent and Amendment and supersedes all
prior negotiations and agreements regarding the subject matter hereof. All
amendments hereto must be in writing and signed by the parties.
IN WITNESS WHEREOF, the parties have agreed as of the date first set
forth above.
BORROWER: BANK:
VERSANT CORPORATION COMERICA BANK-CALIFORNIA
By _____________________________ By ____________________________
Title __________________________ Title _________________________
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