Exhibit 10.13
AMENDMENT
TO
LOAN AND SECURITY AGREEMENT
---------------------------
This Amendment to Loan and Security Agreement is entered into as of
November 5, 1997 by and between SILICON VALLEY BANK ("Bank") and USWEB
CORPORATION ("Borrower").
RECITALS
--------
Borrower and Bank are parties to that certain Loan and Security Agreement
dated as of September 29, 1997, as amended (the "Agreement"). The parties
desire to amend the Agreement in accordance with the terms of this Amendment.
NOW, THEREFORE, the parties agree as follows:
1. The following definitions are added to Section 13.1, as follows:
"Advance" means a cash advance under the Bridge Loan Facility.
"Bridge Loan Facility" means the facility under Section 2.1.1 pursuant
to which Borrower may request Advances in an amount not to exceed Two Million
Dollars ($2,000,000).
"Bridge Maturity Date" means the earlier of the date Borrower receives
the proceeds from the sale of its equity securities in an initial public
offering or December 31, 1997.
2. A new Section 2.1.2 is added to the Agreement, as follow:
2.1.2 Bridge Facility
---------------
(a) Upon the terms and subject to the conditions of this
Agreement, Borrower may request Advances from Bank in an amount not to
exceed Two Million Dollars ($2,000,000). Subject to the terms and
conditions of this Agreement, amounts borrowed pursuant to this
Section 2.1 may be repaid and reborrowed at any time during the term
of this Agreement. Interest shall accrue on each Advance from the
date of such Advance at a floating rate equal to the Prime Rate plus
One Percent (1.00%) per annum, and shall be payable on November 30,
1997 and the Bridge Maturity Date. After an Event of Default, the
outstanding Advances will bear interest at 5 percent above the rate
effective immediately before the Event of Default. The entire
principal balance and all accrued but unpaid interest shall be due and
payable on the Bridge Maturity Date. Bank may debit any of Borrower's
deposit accounts including Account Number 3300072236 for principal and
interest payments or any amounts Borrower owes Bank.
(b) Whenever Borrower desires an Advance, Borrower will notify
Bank by facsimile transmission or telephone no later than 3:00 p.m.
Pacific time, on the Business Day that the Advance is to be made.
Each such notification shall be promptly confirmed by a
Payment/Advance Form in substantially the form of Exhibit B hereto.
---------
Bank is authorized to make Advances under this Agreement, based upon
the instructions received from a Responsible Officer or a designee of
a Responsible Officer. Bank shall be entitled to rely on any
telephonic notice given by a person who Bank reasonably believes to be
a Responsible Officer or a designee therof, and Borrower shall
indemnify and hold Bank harmless from any damages or loss suffered by
Bank as
1
a result of such reliance. Bank will credit the amount of Advances
made under this Section 2.1.2 to Borrower's deposit account.
3. The definition of "Permitted Investments" in Section 13.1 is amended
to include the following:
(c) Investments constituting acquisitions permitted under Section 7.3.
(d) Investments in Subsidiaries that are in the nature of operating
advances for expenses incurred in the ordinary course of business
of such Subsidiaries; and
(e) Investments in Utopia, Inc.
4. Section 7.2 of the Agreement is amended by replacing the words "with
the exception of" in the third line thereof with the words "prior to".
5. Section 7.3 of the Agreement is amended by replacing the last sentence
thereof with the following:
Notwithstanding the foregoing, Borrower may, without Bank's consent,
merge with other Persons and acquire all or substantially all of the
stock or assets of another Person or make cash advances to such other
Person where either (i) the cash consideration paid by Borrower prior
to Borrower's initial public offering does not exceed $50,000 in any
one transaction or $250,000 in the aggregate, and the cash
consideration paid by Borrower after Borrower's initial public
offering does not exceed $100,000 in any one transaction or $500,000
in the aggregate or (ii) the acquired Person becomes a co-borrower
under the Agreement and grants Bank a first priority security in its
assets; provided further that any such transactions shall be
permitted hereunder only so long as an Event of Default does not exist
immediately prior to the date of such merger or acquisition or
immediately after giving effect to such transaction.
6. Section 7.4 is amended by deleting the second sentence thereof and
adding the following sentences:
Notwithstanding the foregoing, each of Borrower's Subsidiaries may
incur Indebtedness in an amount up to $100,000, provided that the
aggregate of such Indebtedness for all of Borrower's Subsidiaries may
not exceed $500,000. Borrower may incur Indebtedness not to exceed
$3,000,000 in connection with Borrower's acquisition of Utopia, Inc.
Borrower's subsidiaries may incur Indebtedness to Borrower that
constitutes permitted Investments.
7. Section 7.6 is amended by adding the following sentence:
Notwithstanding the foregoing, for so long as an Event of Default has
not occurred and is continuing, Borrower may repurchase stock from
former employees of Borrower in accordance with the terms of
repurchase or similar agreements between Borrower and such employees.
8. Section 7.7 is amended to read as follows:
Directly or indirectly enter into or permit to exist any material
transaction with any Affiliate of Borrower except for transactions
that are in the ordinary course of Borrower's business, upon fair and
reasonable terms that are no less favorable to Borrower than would be
obtained in an arm's length transaction with a non-affiliated Person
and except for transactions with a Subsidiary that are upon fair and
reasonable terms and transactions constituting Permitted Investments.
9. Unless otherwise defined, all capitalized terms in this Amendment
shall be as defined in the Agreement. Except as amended, the Agreement remains
in full force and effect.
2
10. Borrower represents and warrants that the Representations and
Warranties contained in the Agreement are true and correct as of the date of
this Amendment, and that no Event of Default has occurred and is continuing.
11. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one instrument.
12. As a condition to the effectiveness of this Amendment, Borrower shall
deliver a warrant to Bank in substantially the form attached hereto, and shall
pay Bank an amount equal to all Bank Expenses incurred in connection with the
preparation of this Amendment.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
first date above written.
USWEB CORPORATION
By:___________________________
Title:________________________
SILICON VALLEY BANK
By:___________________________
Title:________________________
3
