Exhibit 10.21
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LOAN MODIFICATION AGREEMENT
This LOAN MODIFICATION AGREEMENT is entered into as of September 28,
1999, by and between SILICON VALLEY BANK, a California-chartered bank with its
principal place of business at 0000 Xxxxxx 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" ("Bank"), and MATRIXONE, INC., a Delaware corporation with its principal
place of business at Two Executive Drive, Chelmsford, MA 01824 ("Borrower").
RECITALS
Borrower has borrowed money from Bank pursuant to certain Existing Loan
Documents, as defined below. In consideration of certain financial
accommodations from Bank, and Borrower's continuing obligations under the
Existing Loan Documents, Borrower and Bank agree as follows:
AGREEMENT
1. DESCRIPTION OF EXISTING INDEBTEDNESS. Among other indebtedness
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which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant
to, among other documents, a Loan and Security Agreement dated as of December
29, 1998 between Borrower and Bank providing for an extension of credit up to a
maximum of SEVEN MILLION AND NO/100THS DOLLARS ($7,000,000) for working capital
and equipment finance purposes (the "Loan Agreement").
Hereinafter, all indebtedness owing by Borrower to Bank shall be
referred to as the "Indebtedness."
2. DESCRIPTION OF COLLATERAL. Repayment of the Indebtedness is secured
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pursuant to the Loan Agreement. Hereinafter, the Loan Agreement, together with
all other documents securing payment of the Indebtedness, shall be referred to
as the "Existing Loan Documents."
3. DESCRIPTION OF CHANGES IN TERMS.
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3.1 Modifications to Definitions. Section 1.1 of the Loan Agreement is
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hereby amended by substituting the following definitions for those set forth
therein for the same terms, and in the case of new definitions, by adding those
new definitions to that Section 1.1:
"Credit Extension" means each Advance, Equipment Advance, FX
Forward Contract or any other extension of credit by Bank for the
benefit of Borrower hereunder.
"FX Forward Contract" is defined in Section 2.1.3.
"FX Reserve" is defined in Section 2.1.3.
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3.2 Modifications to Revolving Advance Provisions. Section
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2.1.1(a) of the Loan Agreement is hereby replaced in its entirety with the
following:
(a) Subject to and upon the terms and conditions of this
Agreement, Bank agrees to make Advances to Borrower in an
aggregate outstanding amount, not to exceed (i) the Committed
Revolving Line or the Borrowing Base, whichever is less, minus
(ii) the principal amount of outstanding Equipment Advances,
minus (iii) the FX Reserve. Subject to the terms and
conditions of this Agreement, amounts borrowed pursuant to
this Section 2.1.1 may be repaid and reborrowed at any time
during the term of this Agreement.
3.3 Addition of International Services. Section 2.1.3 is hereby
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added to the Loan Agreement as follows:
2.1.3 Foreign Exchange Sublimit. If there is availability
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under the Committed Revolving Line and the Borrowing Base,
then Borrower may enter in foreign exchange forward contracts
with the Bank under which Borrower commits to purchase from or
sell to Bank a set amount of foreign currency more than one
business day after the contract date (the "FX Forward
Contract"). Bank will subtract 10% of each outstanding FX
Forward Contract from the foreign exchange sublimit which is a
maximum of $500,000 (the "FX Reserve"). The total FX Forward
Contracts at any one time may not exceed 10 times the amount
of the FX Reserve. Bank may terminate the FX Forward Contracts
if an Event of Default occurs.
3.4 Modifications to Overadvance Provisions. Section 2.2 of the
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Loan Agreement is hereby replaced in its entirety with the following:
2.2 Overadvances. If, at any time or for any reason, the
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amount of Obligations owed by Borrower to Bank pursuant to
Section 2.1.1, 2.1.2 and 2.1.3 of this Agreement is greater
than the lesser of (i) the Committed Revolving Line or (ii)
the Borrowing Base, Borrower shall immediately pay to Bank, in
cash, the amount of such excess.
3.5 Modifications to Borrowing Base Certificate. Exhibit C of the
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Loan Agreement is hereby replaced in its entirety with Exhibit C to this
Agreement.
4. FACILITY FEE. Borrower shall pay to Bank any out-of-pocket
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expenses incurred by the Bank through the date hereof, including reasonable
attorneys' fees and expenses, and after the date hereof, all Bank Expenses,
including reasonable attorneys' fees and expenses, as and when they become due.
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5. CONDITIONS PRECEDENT TO FURTHER ADVANCES. The obligation of Bank to
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make further advances to Borrower under this line is subject to the condition
precedent that Bank shall have received, in form and substance satisfactory to
Bank, the following:
(a) this Loan Modification Agreement duly executed by
Borrower;
(b) payment of the fees and Bank Expenses then due specified
in Section 4 hereof; and
(c) such other documents, and completion of such other
matters, as Bank may reasonably deem necessary or appropriate.
6. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended
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wherever necessary to reflect the changes described in this Loan Modification
Agreement.
7. NO DEFENSES OF BORROWER. Borrower agrees that as of this date, it
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has no defenses against any of the obligations to pay any amounts under the
indebtedness.
8. CONTINUING VALIDITY. Borrower understands and agrees that (i) in
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modifying the Existing Loan Documents, Bank is relying upon Borrower's
representations, warranties and agreements, as set forth in the Existing Loan
Documents, (ii) except as expressly modified pursuant to this Loan Modification
Agreement (including the effects of Section 6 hereof), the Existing Loan
Documents remain unchanged and in full force and effect, (iii) Bank's agreement
to modify the Existing Loan Documents pursuant to this Loan Modification
Agreement shall in no way obligate Bank to make any future modifications to the
Existing Loan Documents, (iv) it is the intention of Bank and Borrower to retain
as liable parties all makers and endorsers of the Existing Loan Documents,
unless a party is expressly released by Bank in writing. (v) no maker, endorser
or guarantor will be released by virtue of this Loan Modification Agreement, and
(vi) the terms of this Section 8 apply not only to this Loan Modification
Agreement but also to all subsequent loan modification agreements, if any.
9. CHOICE OF LAW AND VENUE: JURY TRIAL WAIVER. The laws of the
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Commonwealth of Massachusetts shall apply to this Agreement. BORROWER ACCEPTS
FOR ITSELF AND 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
AGREEMENT: PROVIDED, HOWEVER, THAT IF FOR ANY REASON BANK CANNOT AVAIL ITSELF OF
THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS, BORROWER ACCEPTS JURISDICTION
OF THE COURTS AND VENUE IN SANTA XXXXX COUNTY, CALIFORNIA, BORROWER AND BANK
EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE
TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY
RECOGNIZES AND AGREES THAT THE FOREGOING WAIVER CONSTITUTES A MATERIAL
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INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT. EACH PARTY REPRESENTS AND
WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL.
10. EFFECTIVENESS. This Agreement shall become effective only when it
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shall have been executed by Borrower and Bank (provided, however, in no event
shall this Agreement become effective until signed by an officer of Bank in
California).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as a sealed instrument as of the date first set forth above.
"Borrower" "Bank"
MATRIXONE, INC. SILICON VALLEY BANK, doing
business as SILICON VALLEY EAST
By: /s/ Xxxx X'Xxxxxxx, By: /s/ Xxxxxx X. Xxxxxx
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Xxxx X'Xxxxxxx, President & CEO Xxxxxx X. Xxxxxx
SILICON VALLEY BANK
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Title:________________________
(Signed in Santa Xxxxx
County, California)
EXHIBIT C FOLLOWS
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EXHIBIT C
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BORROWING BASE CERTIFICATE
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Borrower: MatrixOne, Inc. Bank: Silicon Valley Bank
Two Executive Drive 0000 Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000 Xxxxx Xxxxx, XX 00000
Commitment Amount: 7,000,000
ACCOUNTS RECEIVABLE
1. Accounts Receivable Book Value as of _____________ $_________
2. Additions (please explain on reverse) $_________
3. TOTAL ACCOUNTS RECEIVABLE $_________
ACCOUNTS RECEIVABLE DEDUCTIONS
4. Amounts over 90 days $_________
5. Balance of 50% over 90 day accounts $_________
6. Concentration Limits $_________
7. Ineligible Foreign Accounts $_________
8. Governmental Accounts $_________
9. Contra Accounts $_________
10. Promotion or Demo Accounts $_________
11. Intercompany/Employee Accounts $_________
12. Other (please explain on reverse) $_________
13. TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS $_________
14. Eligible Accounts (#3 - #13) $_________
15. LOAN VALUE OF ACCOUNTS (80% OF #14) $_________
BALANCES
16. Maximum Loan Amount $7,000,000
17. Total Funds Available (Lesser of #16 or #15) $_________
18. Present balance owing on Line of Credit $_________
19. Outstanding under Sublimits (FX - $500,000) $_________
20. RESERVE POSITIVE (#17 minus #18 and #19) $_________
The undersigned represents and warrants that the foregoing is true, complete and
correct, and that the information reflected in this Borrowing Base Certificate
complies with the representations and warranties set forth in the Loan and
Security Agreement dated as of December 29, 1998, as may be amended from time to
time, between the undersigned and Silicon Valley Bank.
COMMENTS:
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BANK USE ONLY
Rec'd By:_____________________________
Date:_________________________________
Reviewed By:__________________________
Compliance Status: Yes/No
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________________________
By:_____________________
