FIRST AMENDMENT
TO
LOAN AND SECURITY AGREEMENT
This First Amendment to Loan and Security Agreement (this
"Amendment") is entered into as of March 5, 1998 by and between Silicon Valley
Bank ("Bank") and ObjectSpace, Inc. ("Borrower").
RECITALS
Borrower and Bank are parties to that certain Loan and Security
Agreement dated as of February 9, 1998 (the "Agreement"). Borrower and Bank
desire to make certain changes to the Agreement, subject to the terms of this
Amendment.
NOW, THEREFORE, the parties agree as follows:
1. Bank and Borrower agree that the accounts receivable shown on
Borrower's monthly financial statements, prepared as of the last day of the
calendar month, and delivered to Bank in accordance with the Agreement, shall
not include accrued revenue. Further, the definition of "Quick Assets" is
hereby deleted in its entirety and replaced with the following:
"Quick Assets" means, as of any applicable date, the
consolidated cash, cash equivalents, accounts receivable and
investments with maturities of fewer than ninety (90) days of
Borrower determined in accordance with GAAP. Accrued revenue
will not be classified as an account receivable for purposes
of calculating Quick Assets.
2. Bank and Borrower agree that the Borrowing Base Certificate and
the aged listings of accounts receivable and accounts payable delivered to
Bank by Borrower in accordance with and pursuant to Section 6.3 of the
Agreement will include, as accounts receivable, that accrued revenue for
services that were performed by Borrower during the previous month and billed
within ten (10) days after the last day of the month in which the services
were performed. Therefore, pursuant to Section 6.3 of the Agreement, if no
Overadvance is outstanding, Borrower shall deliver to Bank the Borrowing Base
Certificate, together with aged listings of accounts receivable and accounts
payable within twenty (20) days after the last day of each month; provided,
however, the cut-off for the calculation of accounts receivable and accounts
payable shall be the tenth (10th) day of the month in which the Borrowing Base
Certificate and aged listing of accounts receivable and accounts payable are
delivered to Bank by Borrower.
3. Unless otherwise defined, all capitalized terms in this Amendment
shall be as defined in the Agreement. As amended hereby, the Agreement remains
in full force and effect.
4. Borrower represents and warrants that the Representations and
Warranties contained in the Agreement are true and correct as of the date of
this Amendment.
5. This Amendment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one instrument.
6. As a condition to the effectiveness of this Amendment, Borrower
shall reimburse Bank for the Bank Expenses incurred in connection with this
Amendment.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as
of the first date above written.
OBJECTSPACE, INC.
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
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Title: Vice President
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SILICON VALLEY BANK
By: /s/ XXXX XXXXXXX
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Name: Xxxx Xxxxxxx
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Title: Assistant Vice President
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