EXHIBIT 10.39
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of March 26, 2001, by and
between CrossWorlds Software, Inc. (the "Borrower") and Silicon Valley Bank
("Bank").
1. DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which
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may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to,
among other documents, an Amended And Restated Loan and Security Agreement,
dated September 18, 2000 and effective as of June 30, 2000 (as may be amended
from time to time, the "Loan Agreement"). The Loan Agreement provides for, among
other things, a Committed Revolving Line in the original principal amount of Ten
Million Dollars ($10,000,000). Defined terms used but not otherwise defined
herein shall have the same meanings as set forth in 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 by
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the Collateral as described in the Loan Agreement and the Amended & Restated
Intellectual Property Security Agreement.
Hereinafter, the above-described security documents, together with all other
documents securing repayment of the Indebtedness shall be referred to as the
"Security Documents", and the Security Documents, together with the Loan
Agreement and 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 Loan Agreement. The Loan Agreement modified
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such that at any time the sum of all outstanding Advances,
plus the face amount of all outstanding Letters of Credit
(including drawn but unreimbursed Letters of Credit), plus the
FX Reserve, plus all amounts outstanding for Cash Management
Services, may not exceed the lesser of the Committed Revolving
Line or the Borrowing Base. Accordingly, Sections 2.1.2,
2.1.3, and 2.1.4 of the Loan Agreement are amended by deleting
the dollar amount "$7,500,000" wherever it appears therein and
inserting in each such place in those Sections the dollar
amount "$10,000,000."
4. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended
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wherever necessary to reflect the changes described above.
5. NO DEFENSES OF BORROWER. Borrower (and each guarantor and pledgor
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signing below) agrees that, as of the date hereof, it has no defenses against
the obligations to pay any amounts under the Indebtedness.
6. CONTINUING VALIDITY. Borrower (and each guarantor and pledgor signing
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below) understands and agrees that in modifying the existing Indebtedness, Bank
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. Bank's agreement to modifications
to the existing Indebtedness pursuant to this Loan Modification Agreement in no
way shall obligate Bank 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 Bank and Borrower to retain as liable
parties all makers and endorsers of Existing Loan Documents, unless the party is
expressly released by Bank in writing. Unless expressly released herein, 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.
This Loan Modification Agreement is executed as of the date first
written above.
BORROWER: BANK:
CROSSWORLDS SOFTWARE, INC. SILICON VALLEY BANK
By: /s/ XXXXX XXXXX By: /s/ XXXXXXXXXXX XXXXXX
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Name: Xxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxxx
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Title: CFO Title: SVP
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LEGAL OK
SG
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