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EXHIBIT 10.22
EQUIPMENT RIDER
Borrower(s): VERSANT OBJECT TECHNOLOGY CORPORATION
Borrower has entered into a certain Revolving Credit and Security
Agreement (Accounts and Inventory) or a certain Loan and Security Agreement
(Accounts and Inventory) (either hereinafter referred to as "Agreement" dated
MAY 15, 1997 with Bank (Secured Party). This EQUIPMENT RIDER (hereinafter
referred to as this Rider) dated MARCH 19, 1998 is hereby made a part of and
incorporated into that Agreement.
1. Borrower grants to Bank a security interest in the following (hereinafter
referred to as "Equipment"):
(a) All of Borrower's present machinery, equipment, fixtures, vehicles,
office equipment, furniture, furnishings, tools, dies, jigs and
attachments, wherever located (including but not limited to, the items
listed and described on the Schedule of Equipment attached hereto and
marked Exhibit "A" and by this reference made a part hereof as though
fully set forth hereat);
(b) all of Borrower's additional equipment, wherever located, of like or
unlike nature, to be acquired hereafter, and all replacements,
substitutes, accessions, additions and improvements to any of the
foregoing; and
(c) all of Borrowers general intangibles, including without limitation,
computer programs, computer disks, computer tapes, literature,
reports, catalogs, drawings, blueprints and other proprietary items.
2. Bank's security interest in the Equipment as set forth above shall secure
each, any and all of Borrower's Obligations to Bank, as the term "Obligations"
is defined in the Agreement; and the payment of Borrower's indebtedness in the
principal amount of NINE MILLION ONE HUNDRED FIFTY THOUSAND AND NO/100 Dollars
($9,150,000.00) and interest evidenced by VARIOUS NOTES.
3. Bank may, in its sole discretion, from time to time hereafter, make loans
to Borrower. Loans made by Bank to Borrower pursuant to this Rider shall be
included as part of the Obligations of Borrower to Bank and at Bank's option,
may be evidenced by promissory note(s), in form satisfactory to Bank. Such
loans shall bear interest at the rate and be payable in the manner specified in
said promissory note(s) in the event Bank exercises the aforementioned option,
and in the event Bank does not, such loans shall bear interest at the rate and
be payable in the manner specified in the Agreement.
4. Borrower represents and warrants to Bank that:
(a) it has good and indefeasible title to the Equipment;
(b) the Equipment is and will be free and clear of all liens, security
interests, encumbrances and claims, except as held by Bank,
(c) the Equipment shall be kept only at the following locations: ________.
(d) the owners or mortgagees of the respective locations are: _________.
(e) Bank shall have the right upon demand now and/or at all times
hereafter, during Borrower's usual business hours to inspect and
examine the Equipment and Borrower agrees to reimburse Bank for its
reasonable costs and expenses in so doing.
5. Borrower shall keep and maintain the Equipment in good operating condition
and repair, make all necessary replacements thereto so that the value and
operating efficiency thereof shall at all times be maintained and preserved.
Borrower shall not permit any items of Equipment to become a fixture to real
estate or accession to other property, and the Equipment is now and shall at
all times remain and be personal property.
6. Borrower, at its expense, shall keep and maintain: the Equipment insured
against loss or damage by fire, theft, explosion, sprinklers and all other
hazards and risks ordinarily insured against by other
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owners who use such properties and interest in properties in similar businesses
for the full insurable value thereof; and business interruption insurance and
public liability and property damage insurance relating to Borrowers ownership
and use of its assets. All such policies of insurance shall be in such form,
with such companies and in such amounts as may be satisfactory to Bank.
Borrower shall deliver to Bank certified copies of such policies of insurance
and evidence of the payment of all premiums thereof. All such policies of
insurance (except those of public liability and property damage) shall contain
an endorsement in a form satisfactory to Bank showing loss payable to Bank and
all proceeds payable thereunder shall be payable to Bank and upon receipt by
Bank shall be applied on the account of Borrower's Obligations. To secure the
payment of Borrower's Obligations, Borrower grants Bank a security interest in
and to all such policies of insurance (except those of public liability and
property damage) and the proceeds thereof and directs all insurers under such
policies of insurance to pay all officers, employees or agents designated by
Bank) as Borrower's attorney-in-fact for the purpose of making, settling and
adjusting claims under such policies of insurance and for making all
determinations and decisions with respect to such policies of insurance. Each
such insurer shall agree by endorsement upon the policy or policies of
insurance issued by it to Borrower as required above, or by independent
instruments furnished to Bank that it will give Bank at least ten (10) days
written notice before any such policy or policies of insurance shall be altered
or canceled, and that no act or default of Borrower, or any other person, shall
affect the right of Bank to recover under such policy or policies of insurance
required above or to pay any premium in whole or in part relating thereto. Bank,
without waiving or releasing any obligations or defaults by Borrower hereunder,
may at any time or times hereafter, but shall have no obligations to do so,
obtain and maintain such policies of insurance and pay such premiums and take
any other action with respect to such policies which Bank deems advisable. All
sums so disbursed by Bank, including reasonable attorney's fees, court costs,
expenses and other charges relating thereto, shall be a part of Borrower's
Obligations and payable on demand.
7. Until default by Borrower under the Agreement or this Rider, Borrower may
subject to the provisions of the Agreement and this Rider and consistent
therewith, remain in possession thereof and use the Equipment referred to
herein in the ordinary course of business at the location or locations
hereinabove designated.
8. All of the terms, conditions, warranties, covenants, agreements and
representations of the Agreement are incorporated herein and reaffirmed.
9. Upon a default by Borrower under the Agreement or this Rider, Borrower
upon request of Bank to do so, agrees to assemble and make the Equipment or
any part thereof available to Bank at a place designated by Bank.
10. Borrower shall upon demand by Bank immediately deliver to Bank and properly
endorse, any and all evidences of ownership, certificates of title or
applications for titles to any of the aforesaid items of Equipment.
11. Bank shall not in any way or manner be liable or responsible for (a) the
safekeeping of Equipment; (b) any loss or damage thereto occurring or arising
in any manner or fashion from any cause; (c) any diminution in the value
thereof or (d) any act or default by any person whomsoever. All risk of Loss,
damage or destruction of the Equipment shall be borne by Borrower.
Borrower(s): VERSANT OBJECT TECHNOLOGY CORPORATION
By:
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Xxxx Xxxx, CFO
Accepted this 19th day of MARCH, 1998 at Bank's place of business in XXX
XXXX, XX 00000
By: Xxxx Xxxxxx, Vice President
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