BUSINESS FINANCING MODIFICATION AGREEMENT
Exhibit 10.21
This business Financing Modification Agreement is entered into as of August 17, 2007, by and
between CANEUM, INC., and TIER ONE CONSULTING, INC., a California corporation (jointly and
severally “Borrower”) and Bridge Bank, National Association (“Lender”).
1. DESCRIPTION OF EXESTING INDEBTEDNESS: Among other indebtedness which may be owing by
Borrower to Lender, Borrower is indebted to Lender pursuant to, among other documents, a Business
Financing Agreement, dated January 24, 2007, by and between Borrower to Lender, as may be amended
from time to time (the “Business Financing Agreement”). Capitalized terms used without definition
herein shall have the meanings assigned to them in the Business Financing Agreement.
Hereinafter, all indebtedness owing by Borrower to Lender shall be referred to as the
“Indebtedness” and the Business Financing Agreement and any and all other documents executed by
Borrower in favor of Lender shall be referred to as the “Existing Documents.”
2. DESCRIPTION FO CHANGE OF TERMS:
| A. | Modification(s) to Business Financing Agreement: |
The following definition in Section 1.1 is hereby amended as follows:
“Credit Limit” means $2,000,000.
3. CONSISTENT CHANGES. The existing Documents are hereby amended wherever necessary to
reflect the changes described above.
4. PAYMENT OF THE ADDITIONAL FACILITY FEE: Borrower shall pay Lender a fee in the amount
of $5,000 (“Additional Facility Fee”) in connection with the amendment and modification of the
Facility Fee.
5. NO DEFENSES OF BORROWER/GENERAL RELEASE. Borrower agrees that, as of this date, it has
no defenses against the obligations to pay any amounts under the Indebtedness. Each Borrower and
Guarantor (each, a “Releasing Party”) acknowledges that Lender would not enter into this Business
Financing Modification Agreement without Releasing Party’s assurance that it has o claims against
Lender or any of Lender’s officers, directors, employees or agents. Except for the obligations
arising hereafter under this Business Financing Modification Agreement, each Releasing Party
releases Lender, and each of Lender’s and entity’s officers, directors and employees from any known
or unknown claims that Releasing Party now has against Lender of any nature, including any claims
that Releasing Party, its successors, counsel, and advisors may in the future discover they would
have not had if they had known facts not now known to them, whether founded in contract, in tort or
pursuant to any other theory of liability, including but not limited to any claims arising out of or related to the Agreement or
the transactions contemplated thereby. The Releasing Party waives the provisions of California
Civil Code section 1542, which states:
“A general release does not extend to claims which the creditor does not know or suspect to exist
in his favor at the time of executing the release, which if know by him must have materially
affected his settlement with the debtor.”
The provisions, waivers and releases set forth in this section are binding upon each Releasing
Party and its shareholders, agents, employees, assigns and successors in interest. The provisions,
waivers and releases of this section shall inure to the benefit of Lender and its agents,
employees, officers, directors, assigns and successors in interest. The provisions of this section
shall survive payment in full of the Obligations, full performance of all the terms of this
Business Financing Modification Agreement and the Agreement and/or Lender’s actions to exercise any
remedy available under the Agreement or otherwise.
6. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing
Indebtedness, Lender is relying upon Borrower’s representations, warranties, and agreements, as set
forth in the Existing Documents. Except as expressly modified pursuant to this Business Financing
Modification Agreement, the terms of the Existing Documents remain unchanged and in full force and
effect. Lender’s agreement to modifications to the existing Indebtedness pursuant to this Business
Financing Modification Agreement shall constitute a satisfaction of the Indebtedness. It is the
intention of Lender and Borrower to retain as liable parties all makers and endorsers of Existing
Documents, unless the party is expressly released by Lender in writing. No maker, endorser, or
guarantor will be released by virtue of this Business Financing Modification Agreement. The terms
of this paragraph apply not only to this Business Financing Modification Agreement, but also to any
subsequent Business Financing modification agreements.
8. CONDITIONS. The effectiveness of this Business Financing Modification Agreement is
conditions upon payment of the Additional Facility Fee.
9. COUNTERSIGNATURE. This Business Financing Modification Agreement shall be come effective
only when executed by Lender and Borrower.
| BORROWER: | LENDER: | |||||||
| CANEUM, INC. | BRIDGE BANK, NATIONAL ASOCIATION | |||||||
By:
|
/s/ Xxxx Xxxxxxxx | By: | /s/ Xxxxx X. Xxxxxxx | |||||
| Name: Xxxx Xxxxxxxx | Name: Xxxxx X. Xxxxxxx | |||||||
| Title: COO | Title: Senior Vice President | |||||||
