Exhibit 10.23.1
LOAN MODIFICATION AGREEMENT
This Loan Modification agreement is entered into as of December 15, 1999,
by and between Synplicity, Inc. ("Borrower") and Silicon Valley Bank ("Bank").
1. DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which 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
9, 1998 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 Three Million Dollars ($3,000,000), a Committed
Revolving Line in the original principal amount of Two Million Dollars
($2,000,000) and a Term Loan in the principal amount of Three Hundred Forty Four
Thousand Four Hundred Forty Four and 40/100 Dollars ($344,444.40). Defined terms
used by not otherwise defined herein shall have the same meanings as in the Loan
Agreement.
Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to as
the "indebtedness."
2. DESCRIPTION OF COLLATERAL AND GUARANTIES. Repayment of the Indebtedness is
secured by the Collateral as described in the Loan Agreement.
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.
A. Modification(s) to Loan Agreement
1. The profitability covenant as described in Section 6.7 entitled
"Financial Covenants" is hereby amended to read as follows:
Profitability. Borrower will be profitable each quarter, except
that Borrower may suffer losses, provided such losses do not
exceed:
Amount Quarter Ending
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$1,800,000 December 31, 1999
$1,950,000 March 31, 2000
$1,600,000 June 30, 2000
B. Waiver of Covenant Default.
1. Bank hereby waives Borrower's default under the Loan Agreement by
virtue of Borrower's failure to comply with the Profitability
covenant as of the quarter ended September 30, 1999. Bank's waiver
of Borrower's compliance of this covenant shall apply only the
foregoing period. Accordingly, for the quarter ending December 31,
1999, Borrower shall be in compliance with this covenant, as
amended herein.
Bank's agreement to waive the above-described default (1) in no
way shall be deemed an agreement by the Bank to waive Borrower's
compliance with the above-described covenant as of all other dates
and (2) shall not limit or impair the Bank's right to demand
strict performance of this covenant as of all other dates and (3)
shall not limit or impair the Bank's right to demand strict
performance of all other covenants as of any date.
4. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.
5. PAYMENT OF LOAN FEE. Borrower shall pay to Bank a fee in the amount of One
Thousand Dollars ($1,000) (the "Loan Fee") plus all out-of-pocket expenses.
6. NO DEFENSES OF BORROWER. Borrower (and each guarantor and pledgor signing
below) agrees that, as of the date hereof, it has no defenses against the
obligations to pay any amounts under the indebtedness.
7. CONTINUING VALIDITY. Borrower (and each guarantor and pledgor signing
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. 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. 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
conditioned upon Borrower's payment of the Loan Fee.
This Loan Modification Agreement is executed as of the date first written
above.
BORROWER: BANK:
SYNPLICITY, INC. SILICON VALLEY BANK
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx
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Title: VP Finance & CFO Title: Vice President
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