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Exhibit 10.31
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of September 30,
1997, by and between Visioneer, Inc. ("Borrower") whose address is 00000 Xxxxxx
Xxxxx, Xxxxxxx, XX 00000, and Silicon Valley Bank ("Bank") whose address is 0000
Xxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000.
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, a Loan and
Security Agreement, dated June 26, 1997 as may be amended from
time to time, (the "Loan Agreement"). The Loan Agreement provided
for, among other things, a Committed Line in the original
principal amount of Seven Million Five Hundred Thousand Dollars
($7,500.000.00) (the "Revolving Facility"). Defined terms used
but 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 GUARANTEE. Repayrnent of
the Indebtedness is secured by the Collateral as described in the
Loan Agreement and a Collateral Assignment, Patent Mortgage and
Security Agreement dated June 26, 1997.
Hereinafter, the above described security documents and
guarantees, 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. Subsection (a) of Section 2.1.1 entitled "Letters of
Credit" is hereby amended to increase the dollar amount
provided therein to Six Million Dollars ($6,000,000.00).
2. Subsection (a) of the defined term Eligible Accounts is
hereby amended to read. in its entirety, as follows:
(a) Accounts which are more than sixty (60) days past the
original due date or more than one hundred twenty (120)
days past the invoice date for such Account;
3. Subsection (b) of the defined term Eligible Accounts is
hereby amended to read. in its entirety, as follows:
(b) Accounts with respect to any account debtor, forty
percent (40%) of whose Accounts the account debtor has
failed to pay within the terms required for an Eligible
Account set forth in the immediately preceding paragraph;
4. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.
5. NO DEFENSES OF BORROWER. Borrower (and each guarantor and pledgor signing
below) agrees that it has no defenses against the obligations to pay any amounts
under the Indebtedness,
6. CQNTINUJNG 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 reflect
unchanged and in full force and effect.
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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. Nothing in this Loan Modification Agreement
shall constitute a satisfaction of 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.
This Loan Modification Agreement is executed as of the date first
written above.
BORROWER: BANK:
VISIONEER, INC. SILICON VALLEY BANK
By: /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx
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Name: Xxxxxx Xxxx Name: Xxxxxxx X. XxXxxxxx
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Title: Director of Finance & Accounting Title: Vice President
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