Exhibit 10.42
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of September 25, 2001, by
and between Crossworlds Software, Inc. (the "Borrower") and Silicon Valley Bank
("Bank").
1. DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which may be
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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, as may be amended from time to time, (the "Loan Agreement"). The Loan
Agreement provided for, among other things, a Committed Revolving Line in the
original principal amount of Ten Million Dollars ($10,000,000) and a Term Loan
in the original principal amount of Seven Hundred Twenty Two Thousand Two
Hundred Twenty Two and 12/100 Dollars ($722,222,12). 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 the
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Collateral as described in the Loan Agreement and in an Intellectual Property
Security Agreement dated October 28, 1998.
Hereinafter, the above-described security documents and guaranties, together
with all other documents securing repayment of the Indebtedness shall be
referred to as the "Security Documents". Hereinafter, the Security 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 Loan Agreement.
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1. Notwithstanding anything to the contrary contained in Section
2.1.1 entitled "Revolving Advances," through October 15, 2001
(the "Overadvance Period"), Bank shall make Advances not
exceeding the lesser of (A) the Committed Revolving Line or
(B) the Borrowing Base minus (i) the Letter of Credit Sublimit
minus (ii) the Foreign Exchange Sublimit minus (iii) the Cash
Management Services Sublimit plus $2,500,000 (the
"Overadvance").
2. Notwithstanding anything to the contrary contained in Section
2.2 entitled "Overadvances," if Borrower's aggregate
Obligations under Section 2.1.1, 2.1.2, 2.1.3 and 2.1.4 exceed
the lesser of the Committed Revolving Line or the Borrowing
Base, plus the Overadvance, Borrower must immediately pay Bank
the excess. At the end of the Overadvance Period, Borrower
shall cure such Overadvance by either (i) paying down the
Committed Revolving Line or (ii) increasing its Eligible
Accounts.
3. Section 6.6 entitled "Primary Accounts" is hereby amended to
read as follows.
Borrower will maintain its primary banking relationship with
Bank, which relationship shall include Borrower maintaining
account balances in any accounts at or through Bank
representing at least 33% of all account balances of Borrower
at any financial institution.
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 signing
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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 below)
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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/ Xxx Xxxxxxxx
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Name: Xxxxx Xxxxx Name: Xxx Xxxxxxxx
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Title: SVP & CFO Title: RM
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LEGAL OK
/s/ AJH
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