EXHIBIT 10.1
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of August 15, 2002, by and
between Insightful Corporation (the "Borrower") and Silicon Valley Bank
("Bank").
1. DESCRIPTION OF EXISTING OBLIGATIONS: among other Obligations which
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may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to,
among other documents, a Loan and Security Agreement, dated March 29, 2002, 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 Three Million five Hundred Thousand Dollars ($3,500,000) and
a Committed Equipment Line in the original principal amount of One Million Five
Hundred Thousand Dollars ($1,500,000). 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 "Obligations."
2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by
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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 Obligations shall be referred
to as the "Security Documents". Hereinafter, the Security Documents, together
with all other documents evidencing or securing the Obligations 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 any of the terms and conditions contained in
Subsection (i) of the Sub-letter (a) under section 6.2 entitled
"Financial Statements, Reports, Certificates", Borrower shall
deliver to Bank its July 31, 2002 monthly-consolidated balance
sheet and income statements (with projections to the current
quarters end) together with a Compliance Certificate no later
than September 20, 2002.
2. Notwithstanding any of the terms and conditions contained in
Sub-letter (a) under Section 6.7 entitled "Financial Covenants",
Borrower's Net Loss for the quarter ending September 30, 2002
only, shall not exceed $1,000,000, provided, however, Borrower
may exclude from the Net Loss an additional amount of not more
than $700,000 for a one time restructuring charge.
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 agrees that, as of the date
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hereof, it has no defenses against paying any of the Obligations.
6. CONTINUING VALIDITY. Borrower understands and agrees that in
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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 Obligations
pursuant to this Loan Modification Agreement in no way shall obligate Bank to
make any future modifications to the Obligations. Nothing in this Loan
modification Agreement shall constitute a satisfaction of the Obligations. 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:
INSIGHTFUL CORPORATION SILICON VALLEY BANK
By: By:
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Name: Name:
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Title: Title:
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