Exhibit 10.57
AMENDMENT NO. 1
TO
SENIOR SECURED CREDIT AGREEMENT
This Amendment No. 1 to Senior Secured Credit Agreement dated as of
June 28, 2002 (the "Amendment"), is entered into by and among DoveBid, Inc., a
Delaware corporation (the "Borrower") and Comerica Bank - California, a
California banking corporation (the "Bank"). Capitalized terms used herein
without definition shall have the same meanings herein as given to them in the
Credit Agreement (as hereinafter defined).
Recital
A. The Borrower and the Bank have entered into that certain Senior
Secured Credit Agreement dated as of March 29, 2002, (as the same may be
amended, modified, supplemented or restated hereafter from time to time, the
"Credit Agreement"), by and between the Borrower and the Bank pursuant to which
the Bank has agreed to extend and make available to the Borrower certain
advances of money upon the terms and conditions set forth in the Credit
Agreement, the Notes, and the other Loan Documents.
B. The Borrower and the Bank desire to amend certain provisions of the
Credit Agreement, as more fully set forth herein.
C. Subject to the representations and warranties of the Borrower and
upon the terms and conditions set forth in this Amendment, the Bank is willing
to so amend the Credit Agreement.
Agreement
Now, Therefore, in consideration of the foregoing Recitals and intending to
be legally bound, the parties hereto represent, warrant and agree as follows:
SECTION 1. Amendment. The Credit Agreement is hereby amended as follows:
1.1 Section 7.7 - Maintain Minimum Effective Tangible Net Worth. Section
7.7 of the Credit Agreement shall be deleted in its entirety and replaced with
the following:
"Maintain Minimum Effective Tangible Net Worth. Maintain, at all
times, a minimum Effective Tangible Net Worth of not less than Eleven
Million Dollars ($11,000,000) through June 30, 2003 and not less than
Seventeen Million Dollars ($17,000,000) thereafter."
SECTION 2. Limitations on Amendment.
2.1 The amendments set forth in Section 1, above, are effective for the
purposes set forth herein and shall be limited precisely as written and shall
not be deemed to (a) be a consent to any amendment, waiver or modification of
any other term or condition of any Loan Document or (b) otherwise prejudice any
right or remedy which the Bank may now have or may have in the future under or
in connection with any Loan Document.
1.
2.2 This Amendment shall be construed in connection with and as part of
the Loan Documents and all terms, conditions, representations, warranties,
covenants and agreements set forth in the Loan Documents, except as herein
waived or amended, are hereby ratified and confirmed and shall remain in full
force and effect.
SECTION 3. Reaffirmation. The Borrower hereby reaffirms its obligations under
each Loan Document to which it is a party.
SECTION 4. Governing Law. This Amendment shall be governed by and shall be
construed and enforced in accordance with the laws of the State of California.
SECTION 5. Claims, Counterclaims, Defenses, Rights of Set-Off. The Borrower
hereby represents and warrants to the Bank that it has no knowledge of any facts
what would support a claim, counterclaim, defense or right of set-off.
SECTION 6. Counterparts. This Amendment may be signed in any number of
counterparts, and by different parties hereto in separate counterparts, with the
same effect as if the signatures to each such counterpart were upon a single
instrument. All counterparts shall be deemed an original of this Amendment.
In Witness Whereof, the parties hereto have caused this Amendment to be
executed as of the date first written above.
Borrower Dovebid, Inc.
a Delaware corporation
By: ______________________________________
Name:_____________________________________
Title:____________________________________
Bank Comerica Bank - California
By: ______________________________________
Name:_____________________________________
Title:____________________________________
2.
