ContractIntercreditor Agreement • February 5th, 2004 • Scientific Learning Corp • Services-educational services
Exhibit 99.3 INTERCREDITOR AGREEMENT This Intercreditor Agreement is made as of January 15, 2004 by and between WPV, Inc. (“Creditor”), and Comerica Bank (“Bank”). Recitals A. Scientific Learning Corporation (“Borrower”), has requested and/or obtained certain loans or other credit accommodations from Bank under a Loan and Security Agreement (the “Loan Agreement”) of even date, pursuant to which Borrower has granted Bank a security interest in the Collateral (as defined in the Loan Agreement). B. Creditor has caused to be issued for the benefit of Bank a Standby Letter of Credit (the “Letter of Credit”) in support of Borrower’s obligations under the Loan Agreement. Borrower and Creditor are parties to a Reimbursement and Security Agreement (the “Reimbursement Agreement”) of even date pursuant to which Borrower agrees to reimburse Creditor for amounts paid in connection with the Letter of Credit, and secures its obligation under the Reimbursement Agreement with a security interest in t
SCIENTIFIC LEARNING CORPORATION LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 5th, 2004 • Scientific Learning Corp • Services-educational services • California
This LOAN AND SECURITY AGREEMENT is entered into as of January 15, 2004, by and between COMERICA BANK (“Bank”) and SCIENTIFIC LEARNING CORPORATION (“Borrower”). RECITALS Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrower. This Agreement sets forth the terms on which Bank will advance credit to Borrower, and Borrower will repay the amounts owing to Bank. AGREEMENT The parties agree as follows: 1. DEFINITIONS AND CONSTRUCTION. 1.1 Definitions. As used in this Agreement, the following terms shall have the following definitions: “Accounts” means all presently existing and hereafter arising accounts, contract rights, payment intangibles, and all other forms of obligations owing to Borrower arising out of the sale or lease of goods (including, without limitation, the licensing of software and other technology) or the rendering of services by Borrower, whether or not earned by performance, and any and all credit insurance, guaranties,
ContractReimbursement and Security Agreement this Agreement • February 5th, 2004 • Scientific Learning Corp • Services-educational services • New York
Exhibit 99.2 REIMBURSEMENT AND SECURITY AGREEMENT This Agreement (the “Agreement”) is made as of January 15, 2004 by and between Scientific Learning Corporation (the “Company”), and WPV, Inc. (“WPV”). WHEREAS, the Company is seeking to obtain bank financing from Comerica Bank (the “Bank”) and the Bank has indicated its willingness to provide such bank financing pursuant to a Revolving Loan Agreement (the “Loan Agreement”) to be entered into by and between the Company and the Bank, with respect to revolving loans not to exceed $7,000,000.00 in aggregate principal amount, upon the delivery of a New Letter of Credit (as defined below) in favor of the Bank, to be issued by a bank at the request and on the account of WPV (on the terms and conditions described below); WHEREAS, WPV’s parent, Warburg, Pincus Ventures, L.P., holds a substantial interest in the Company through the ownership of shares of Common Stock of the Company, par value $0.001 per share (the “Common Stock”), and warrants
