EXHIBIT 10.64
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AMENDMENT NO. 2
TO
SECURED PROMISSORY NOTE
OF
BRIDGELINE SOFTWARE, INC.
This agreement (the "AGREEMENT") is made by and between Bridgeline
Software, Inc., a Delaware corporation (the "COMPANY") and the holders of
certain secured promissory notes (as defined below) of the Company, and modifies
the terms of such notes in exchange for certain retroactive application of the
interest rate under such notes as set forth below.
W I T N E S S E T H :
WHEREAS, the Company has issued $2,800,000 of secured promissory notes
in its April 2006 private financing (such secured promissory notes are
collectively hereby referred to as the "NOTES"); and,
WHEREAS, as amended by that certain Amendment No. 1 to Secured
Promissory Note of Bridgeline Software, Inc., dated March 29, 2007, the Notes
issued in the April 2006 private financing will mature on June 21, 2007; and,
WHEREAS, each of the holders of the Notes have executed a Noteholder
Agency Agreement (the "AGENCY AGREEMENT") with ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co., LLC ("JGUN"
or the "NOTEHOLDER AGENT"), wherein JGUN has been authorized by the Note holders
to act in the place of such Note holders with respect to the Notes, including
the exercise of all rights thereunder and the modification thereof; and,
WHEREAS, the Company and the Noteholder Agent have agreed to further
extend the Maturity Date (as defined in the Notes) of the Notes and to defer the
payment of interest on such Notes as set forth below; and,
NOW, THEREFORE, in consideration of and for the mutual promises and
covenants contained herein, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Company and the Noteholder Agent
mutually agree and intend to be legally bound to the terms of this Agreement as
follows:
1. EXTENSION OF MATURITY DATE; NO PENALTY FOR EXTENSION. The Maturity
Date (as defined in each of the Notes) is hereby extended to the earlier of July
5, 2007 or the date the Company closes a firm underwritten initial public
offering ("IPO") of its common stock, par value $0.001 per share (the "EXTENDED
MATURITY DATE"). The parties hereto further agree that the provisions of Section
5.C. of the Notes otherwise effective at the Maturity Date, shall, instead refer
to and be effective upon the Extended Maturity Date.
2. INTEREST RATE ADJUSTMENTS. The rate of interest on the Notes shall
be as follows: (a) prior to the original Maturity Date of the Notes, the
interest rate shall not be adjusted and shall remain as set forth in the Notes
and all subsequent interest payments shall be deferred until
the Extended Maturity Date; and (b) during the period of time between June 21,
2007 and the Extended Maturity Date, the Notes shall bear interest at the rate
of 18% per annum and all subsequent interest payments due and payable under the
Notes shall be deferred at the same interest rate until the Extended Maturity
Date (the "INCREASED INTEREST RATE"). In the event the Note is not repaid on the
Extended Maturity Date in accordance with its terms and the terms set forth
hereunder, the Notes will bear interest at the rate of 18% per annum, subject to
the terms and provisions of the Notes. All interest on the Principal outstanding
from and after January 1, 2007 (the date of the last scheduled quarterly
interest payment time), including payment of 25% of the Principal, shall be
accrued and payable on the Extended Maturity Date.
3. All other provisions of the Notes not amended or modified herein
shall continue to have their full force and effect.
4. This Agreement may not be amended except in a written agreement
executed by the Company and by the Note holders (or by the Noteholder Agent
pursuant to the Agency Agreement).
5. This Agreement shall be construed and interpreted in accordance with
the internal laws of the State of New York without giving effect to the conflict
of laws principles thereof.
6. This Agreement may be executed in counterparts, which when so
executed shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of June 20, 2007.
BRIDGELINE SOFTWARE, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, Treasurer & Secretary
▇▇▇▇▇▇ ▇▇▇▇▇▇ & CO., LLC ON BEHALF OF THE NOTE HOLDERS
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Operating Officer
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