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EXHIBIT 10.24
Comerica Bank-California
00 Xxxx Xxxxxxx Xxxx
Xxx Xxxx, Xxxxxxxxxx 00000
(000) 000-0000
MODIFICATION TO LOAN & SECURITY AGREEMENT
This First Modification to Revolving Loan & Security Agreement (this
"Modification") is entered into by and between Versant Object Technology
Corporation ("Borrower") and Comerica Bank-California ("Bank") as of this 6th
day of May, 1998 at San Jose, California.
RECITALS
A. Bank and Borrower have previously entered into or are concurrently
entering into a Revolving Loan & Security Agreement (Accounts & Inventory) (the
"Agreement") dated May 15, 1997.
B. Borrower has requested, and Bank has agreed, to modify the Agreement as
set forth below.
AGREEMENT
For good and valuable consideration, the parties agree as set forth below:
Incorporation by Reference. The Agreement as modified hereby and the
Recitals are incorporated herein by this reference.
Section 1.12 "Eligible Accounts" as used in this Agreement means and
includes those accounts of Borrower which are due and
payable within Thirty (30) days, or less, from the date of
invoice, have been validly assigned to Bank and strictly
comply with all of Borrower's warranties and representations
to Bank; but Eligible Accounts shall not include the
following: (c) accounts with respect to which the account
debtor is not a resident of the United States, allowing
$1,000,000.00 advance against Foreign Accounts Receivable.
Section 3.1 This Agreement shall remain in full force and effect until
June 1, 1999, or until terminated by notice by Borrower.
Notice of such termination by Borrower shall be effectuated
by mailing of a registered or certified letter not less than
thirty (30) days prior to the effective date of such
termination, addressed to the Bank at the address set forth
herein and the termination shall be effective as of the date
so fixed in such notice. Notwithstanding the foregoing,
should Borrower be in default of one or more of the
provisions of this Agreement, Bank may terminate this
Agreement at any time without notice. Notwithstanding the
foregoing, should either Bank or Borrower become insolvent
or unable to meet its debts as they mature, or fall,
suspend, or go out of business, the other party shall have
the right to terminate this Agrement at any time without
notice. On the date of termination all Obligations shall
become immediately due and payable without notice or demand;
no notice of termination by Borrower shall be effective
until Borrower shall have paid all Obligations to Bank in
full. Notwithstanding termination, until all Obligations
have been fully satisfied, Bank shall retain its security
interest in all existing Collateral and Collateral arising
thereafter, and Borrower shall continue to perform all of
its Obligations.
Section 6.17b Tangible Effective Net Worth in an amount not less than
$9,500,000.00, to increase by 75% of quarterly net profit
after tax and 100% of any equity and subordinated debt
raised after Q1 - March 31, 1998
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Section 6.17d a quick ratio of cash plus securities plus
Receivables to Current Liabilities of greater than
1.10:1.00 (Q2 1998) and greater than 1.50:1.00 (Q3 1998)
and forward
Section 6.17e a ratio of Total Liabilities (less debt subordinated to
Bank) to Tangible Effective Net Worth of less than
1.50:1.00
Section 6.17f a ratio of Cash Flow to Fixed Charges of greater than
1.50:1.00 beginning Q4 1998
Section 6.17k Borrower is to raise a minimum of $5,000,000 in capital by
September 30, 1998
Section 6.17l All foreign receivable advances subject to insurance by
either Letter of Credit or policy and amount acceptable to
bank. Bank will allow until June 15, 1998 to put policy
in place.
Section 6.17m Operating Profit of greater than ($1,000,000.00) for X0
0000; greater than ($250,000.00) for Q3 1998; beginning
X0 0000, borrower is not to have two consecutive and after
tax losses, no quarterly operating or after tax loss shall
exceed $500,000.00
Legal Effect. Except as specifically set forth in this Modification, all of
the terms and conditions of the Agreement remain in full force and effect.
Integration. This is an integrated Modification and supersedes all prior
negotiations and agreements regarding the subject matter hereon. 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:
VERSANT OBJECT TECHNOLOGY CORPORATION COMERICA BANK-CALIFORNIA
By: ______________________________ By: ______________________________
Xxxx Xxxx Xxxx Xxxxxx
Title: CFO Title: Vice President
