EXHIBIT 10.11
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of September 25, 1996,
by and between Aurum Software, Inc. (the "Borrower") whose address if 0000 Xxxxx
Xxxxxxxxx, Xxxxx Xxxxx, XX 00000 and Silicon Valley Bank, (the "Lender"), whose
address is 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000.
1. DESCRIPTION OF EXISTING INDEBTEDNESS. Among other indebtedness which may
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be owing by Borrower to Lender, Borrower is indebted to Lender pursuant to,
among other documents, a Promissory Note, dated July 13, 1993, in the original
principal amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00) (the
"Note") and a Promissory Note, executed concurrently herewith, in the original
principal amount of One Million Two Hundred Fifty Thousand and 00/100 Dollars
($1,250,000)(the "Term Note"). The Note has been modified pursuant to Loan
Modification Agreements, dated October 14, 1993, April 12, 1994, December 15,
1994, May 15, 1995, pursuant to which, among other things, the principal amount
of the Note was increased Two Million and 00/100 Dollars ($2,000,000.00),
however capped at One Million Five Hundred Thousand and 00/100 Dollars (the "Cap
Amount"), May 14, 1996 and July 15, 1996, pursuant to which, amound other
things, the Cap Amount was removed. The Note and the Term Note, together with
other promissory notes from Borrower to Lender, are governed by the terms of a
Business Loan Agreement, dated July 13, 1993, between Borrower and Lender, as
such agreement may the amended from time to time (the "Loan Agreement"). 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 Lender shall be referred to
as the "Indebtedness".
2. DESCRIPTION OF COLLATERAL: Repayment of the Indebtedness is secured by a
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Commercial Security Agreement, dated July 8, 1992, as amended, and a Collateral
Assignment, Patent Mortgage and Security Agreement, dated April 11, 1994.
Hereinafter, the above-described security documents and guaranties, together
with all other documents securing repayment of the indebtedness shall be
referred to as the "Secruity Documents". Hereinafter, the Secruity 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:
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A. Modification(s) to Note.
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1. The principal amount of the Note is hereby increased to Three
Million and 00/100 Dollars ($3,000,000.00).
B. Modification(s) to Loan Agreement:
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1. The paragraph entitled "Borrowing Base Formula" is hereby amended
in apart, to read as follows:
Borrower shall be allowed to advance under the line of credit
facility according to a borrowing base formula, as determined by
Lender on a monthly basis, defined as follows: the lesser of (a)
$3,000,000.00 minus the face amount of outstanding Letters of
Credit (including drawn but unreimbursed Letters of Credit) minus
the Cash Management Services Sublimit or (b) the sum of (i)
seventy-five percent (75%) of eligible accounts receivable minus
(ii) the face amount of outstanding Letters of Credit (including
drawn but unreimbursed Letters of Credit) minus (iii) the Cash
Management Services sublimit.
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2. Notwithstanding anything to the contrary contained in the Loan
Agreement, upon completion of an initial public offering,
Borrower shall maintain with Lender either (i) an interest
bearing deposit or (ii) an operating deposit with an average
balance in the minimum amount of $3,000,000.00.
4. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended
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wherever necessary to reflect the changes described above.
5. PAYMENT OF LOAN FEE. Borrower shall pay to Lender a fee in the amount
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of Ten Thousand and 00/100 Dollars ($10,000.00)(the "Loan Fee") plus all
out-of-pocket expenses.
6. NO DEFENSES OF BORROWER. Borrower (and each guarantor and pledgor
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signing below) agrees that, as of this date, it has no defenses against the
obligations to pay any amounts under the indebtedness.
7. CONTINUING VALIDITY. Borrower (and each guarantor and pledgor signing
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below) understands and agrees that in modifying the existing indebtedness,
Lender 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. Lender's agreement to
modifications to the existing indebtedness pursuant to this Loan Modification
Agreement in no way shall obligate Lender 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 Lender and Borrower
to retain as liable parties all makers and endorsers of Existing Loan
Documents, unless the party is expressly released by Lender 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
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conditioned upon Borrower's payment of the Loan Fee.
This Loan Modification Agreement is executed as of the date first
written above.
BORROWER: LENDER:
AURUM SOFTWARE, INC. SILICON VALLEY BANK
By: /s/ Xxxxx Xxxx By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxx Xxxx Name: Xxxxxxx Xxxxxx
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Title: CFO Title: Vice President
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